SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2005 AMENDMENT AND RESTATEMENT


<PAGE>




                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2005 AMENDMENT AND RESTATEMENT

                        TABLE OF CONTENTS





ARTICLE I. PURPOSE AND BACKGROUND                              1
ARTICLE II. DEFINITIONS                                        1
 2.1.   Accrued Benefit                                        1
 2.2.   Actuarial Equivalent                                   1
 2.3.   Actuarial Value                                        2
 2.4.   Board                                                  2
 2.5.   Change of Control                                      2
 2.6.   Code                                                   3
 2.7.   Committee                                              3
 2.8.   Company                                                3
 2.9.   Covered Compensation                                   3
 2.10.  Disability Retirement Date                             3
 2.11.  Early Retirement Date                                  3
 2.12.  Earnings                                               3
 2.13.  Effective Date                                         4
 2.14.  Executive Deferred Compensation Plan                   4
 2.15.  Eligible Spouse                                        4
 2.16.  Final Average Earnings                                 4
 2.17.  Inactive Participant                                   4
 2.18.  Interest Rate                                          4
 2.19.  Investment Option Plan                                 4
 2.20.  Key Participant                                        4
 2.21.  Nonqualified Deferred Compensation Plan                4
 2.22.  Normal Retirement Date                                 4
 2.23.  Participant                                            5
 2.24.  Participation Date                                     5
 2.25.  Pension Plan                                           5
 2.26.  Plan                                                   5
 2.27.  Plan Administrator                                     5
 2.28.  Plan Year or Year                                      5
 2.29.  Related Company                                        5
 2.30.  Separation Date                                        5
 2.31.  Separation from Service                                5
 2.32.  Years of Service                                       5
 2.33.  Years of Accrual Service                               5
ARTICLE III. PARTICIPATION                                     5
 3.1.   Participation Date                                     5
 3.2.   Cessation of Participation                             6
 3.3.   Inactive Participants                                  6
 3.4.   Participation not Contract of Employment               6

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ARTICLE IV. RETIREMENT BENEFITS                                6
 4.1.   Determination of Accrued Benefit                       6
 4.2.   Early Retirement Accrued Benefit                       8
ARTICLE V. PAYMENT OF BENEFITS                                 8
 5.1.   Fully Vested Benefits                                  8
 5.2.   Forfeitures                                            8
 5.3.   Commencement of Payment                                8
 5.4.   Method of Payment                                      9
 5.5.   Participant Elections of Method of Payment            11
 5.6.   Participant Elections of Payment Date                 12
 5.7.   Death Benefit                                         12
 5.8.   Determination of Beneficiary                          12
ARTICLE VI. FUNDING                                           13
 6.1.   Unfunded Plan                                         13
ARTICLE VII. WITHHOLDING OF TAXES                             13
 7.1.   Tax Withholding                                       13
ARTICLE VIII. PLAN ADMINISTRATOR                              13
 8.1.   Membership and Authority                              13
 8.2.   Delegation                                            14
 8.3.   Information to be Furnished                           14
 8.4.   Plan Administrator's Decision Final                   14
 8.5.   Remuneration and Expenses                             14
 8.6.   Indemnification of Committee Member                   14
 8.7.   Resignation or Removal of Committee Member            14
 8.8.   Interested Committee Member                           15
ARTICLE IX. CLAIMS PROCEDURE                                  15
 9.1.   Claim                                                 15
 9.2.   Denial of Claim                                       15
 9.3.   Review of Claim                                       15
 9.4.   Final Decision                                        15
ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN              15
 10.1.  Board                                                 15
 10.2.  Deemed Amendment                                      16
ARTICLE XI. MISCELLANEOUS                                     16
 11.1.  Captions                                              16
 11.2.  Company Action                                        16
 11.3.  Company Records                                       16
 11.4.  Evidence                                              16
 11.5.  Gender and Number                                     16
 11.6.  Governing Law                                         16
 11.7.  Nonassignability                                      16
 11.8.  Participant Cooperation                               17
 11.9.  Successors                                            17
 11.10. Unsecured General Creditor                            17
 11.11. Validity                                              17
 11.12. Waiver of Notice                                      17

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ADDENDUM A - PARTICIPANTS                                     17
ADDENDUM B - PRIOR CASH PAYMENTS                              19
ADDENDUM C - PRE-1997 FROZEN BENEFITS                         21
ADDENDUM D - PARTICIPANTS WITH INDIVIDUAL SERP AGREEMENTS     22

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                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2005 AMENDMENT AND RESTATEMENT


                           ARTICLE I.
                     PURPOSE AND BACKGROUND

     Seaboard  Corporation (the "Company") adopted  the  Seaboard
Corporation Executive Retirement Plan effective January 1,  1994,
which  plan  was  restated and amended in its entirety  effective
January  1,  1997,  and was again amended  and  restated  in  its
entirety  effective  November 5, 2004.  The  Company  now  hereby
again  amends  and restates said plan in its entirety,  effective
January  1,  2005 (the "Effective Date"), and the  name  of  said
amended  and  restated  plan shall be the  "Seaboard  Corporation
Executive  Retirement Plan 2005 Amendment and  Restatement"  (the
"Plan").

     The  purpose  of  the  Plan  is  to  aid  in  retaining  and
attracting  certain  key  employees of Seaboard  Corporation  and
participating   affiliated  companies  by   providing   to   them
supplemental retirement income.  The Plan is intended  to  be  an
arrangement  that  is unfunded and maintained primarily  for  the
purpose of providing supplemental retirement benefits to a select
group  of  management or highly compensated employees within  the
meaning  of  Sections  201(2), 301(a)(3)  and  401(a)(1)  of  the
Employee Retirement Income Security Act of 1974, as amended,  and
the  Plan  shall  be  interpreted and administered  in  a  manner
consistent with this intent.

     The purpose of this amendment and restatement of the Plan is
to   coordinate   the   Plan  provisions  with   other   deferred
compensation arrangements sponsored by the Company.  The  purpose
of  this amendment and restatement of the Plan also is to satisfy
the requirements of Section 409A of the Internal Revenue Code  of
1986,  as  amended,  and  the  Plan  shall  be  interpreted   and
administered  in  a  manner consistent  with  this  intent.   The
provisions of this amended and restated Plan shall apply  to  all
Participants  in  the  Plan who separate from  service  with  the
Company  on  or  after  the Effective Date (except  as  otherwise
provided on Addendum A attached hereto).  The benefits under  the
Plan  of  all  Participants who separate from  service  with  the
Company prior to the Effective Date will be determined based upon
the  provisions  of  the  Plan in effect  at  the  time  of  such
Separation from Service (except as otherwise provided on Addendum
A attached hereto).

                           ARTICLE II.
                           DEFINITIONS

     For  the  purpose  of  this Plan, the  following  words  and
phrases  shall  have  the meaning indicated, unless  the  context
clearly indicates otherwise:

     2.1. Accrued  Benefit   means   a   Participant's    benefit
determined  as  of a particular time under the provisions of this
Plan.

     2.2. Actuarial Equivalent  means a form of benefit differing
in  time,  period  or  manner of payment from a specified payment
form,  but  having  equivalent  value  when   computed  using  an

<PAGE>

interest   rate   of  8%  per  year  compounded  annually and the
1983 Group Annuity Mortality  Table. It is  the  intent  that  at
all  times  reasonable actuarial assumptions be used to determine
an actuarial equivalent form  of benefit hereunder.  Accordingly,
the  Committee  is  authorized  to amend  the  Plan to change the
actuarial assumptions  under  this Section 2.2 at any time deemed
advisable by the Committee  based upon the  advice of the actuary
providing actuarial services  to the Plan.

     2.3. Actuarial Value means  the lump sum equivalent value of
a Participant's Accrued Benefit  payable at his Normal Retirement
Date and determined  by using (a) the annual interest rate on 30-
year Treasury securities as  specified  by  the  Commissioner for
the month of  November preceding  the  Plan Year in which payment
to the Participant  is  made,  and  (b)  the applicable mortality
table  used  for  purposes of satisfying the requirements of Code
Section 417(e).

     2.4. Board  means  the  Board  of  Directors  of    Seaboard
Corporation.

     2.5. Change of Control  means  an event or transaction which
results in one or more  of the  following and which constitutes a
change in the ownership  or  effective  control  of  the Company,
or in  the  ownership  of  a  substantial  portion  of the assets
of the  Company,  within  the meaning of Code Section 409A:

     (a)  The acquisition by any unrelated person  or  entity  of
          more than fifty percent (50%) of either the outstanding
          shares of  common stock or the combined voting power of
          the  Company's  then  outstanding  voting    securities
          entitled to vote generally in the election of directors;

     (b)  The  sale  to  an unrelated person or entity of Company
          assets  that  have  a  total gross fair market value of
          more than eighty-five percent  (85%) of the total gross
          fair market value of all of the  assets  of the Company
          immediately prior to such sale;

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

     (d)  The  acquisition by any person or entity (other than by
          any  descendant  of  Otto Bresky,  Senior  or any trust
          established primarily for the benefit of any descendant
          of Otto Bresky,  Senior  or any other related person or
          entity) of more than fifty  percent (50%) of either the
          membership interests or the combined  voting  power  of
          Seaboard Flour, LLC.

For  purposes of determining whether there has been a  Change  of
Control  under  this  Section 2.5, the attribution  of  ownership
rules  under Code Section 318(a) shall apply.  Also for  purposes
of  determining  whether  there has been  a  Change  of  Control,
"Company"  means only Seaboard Corporation and any successors  to
the business of Seaboard Corporation.

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     2.6. Code  means  the  Internal  Revenue  Code  of  1986, as
amended from time to  time.  References  to   any  Section of the
Internal  Revenue  Code  shall  include  any  successor provision
thereto.

     2.7. Committee  means  the  committee,  if any, appointed to
administer this  Plan pursuant to Article VIII.

     2.8. Company   means   Seaboard   Corporation,   a  Delaware
corporation, and any of its  subsidiaries  or affiliates that are
participating  in  this Plan,  and any successors to the business
of Seaboard Corporation  and  such  participating subsidiaries or
affiliates.

     2.9. Covered Compensation  has the same meaning as such term
has in the Pension Plan.

     2.10. Disability  Retirement  Date  means   the   date   the
Participant has a Separation from  Service because of disability,
irrespective of the Participant's age.   A  Participant  will  be
considered disabled if the  Participant  is disabled for purposes
of the Pension Plan.

     2.11. Early  Retirement  Date  means the  date as of which a
Participant has both (a) completed  ten (10) Years of Service and
(b) been a Participant for five (5) Years.

     2.12. Earnings  with  respect to  any particular Year means:
(a) the total salary  and  bonus received by the Participant from
the Company for the Participant's  services during such Year; (b)
the  amount  of  any  elective   contributions   made  by     the
Participant  in  such  Year  pursuant to a plan maintained by the
Company where such amount is  not  includable in  gross income in
such Year under the provisions  of  Code  Sections 125, 401(k) or
132(f);  (c)  the  amount   of  the  compensation  reduction of a
Participant  effective  for  such  Year  under   the   Investment
Option  Plan; (d) the amount  of  the Participant's  compensation
otherwise payable to the Participant in such Year that is instead
deferred  and  credited  to  an  account for  the  benefit of the
Participant  with  respect  to  such  Year  under  the  Executive
Deferred   Compensation   Plan;  (e)  the amount  of any  Company
discretionary    contribution    attributable    to   such   Year
that is credited to an account for the benefit of the Participant
under  the  Executive Deferred Compensation  Plan;  and  (f)  the
amount  credited to an account for the benefit of the Participant
pursuant to a deferral election of the Participant applicable for
such Year under the Nonqualified Deferred Compensation Plan.

      Earnings  with  respect to any particular  Year  shall  not
include:  (a) reimbursements or other expense allowances,  fringe
benefits   (cash  and  noncash),  moving  expenses  and   welfare
benefits,  whether  or  not taxable to the Participant;  (b)  any
benefits  of  the  Participant accrued or paid  under  this  Plan
whether  before  or  after the Effective  Date;  (c)  any  amount
received  upon  the  exercise  of  an  option  granted   to   the
Participant  under the Investment Option Plan;  (d)  any  amounts
credited  to  an account for the benefit of the Participant,  and
any  amounts  paid  with respect to any such account,  under  the
Executive   Deferred  Compensation  Plan,  except   the   amounts
described  in  clauses (d) and (e) of the preceding paragraph  of
this Section 2.12; (e) any amounts credited to an account for the
benefit of the Participant, and any amounts paid with respect  to
any  such  account, under the Nonqualified Deferred  Compensation
Plan,  except the amount described in clause (f) of the preceding
paragraph of this Section 2.12; (f) any amounts accrued  or  paid
with  respect to the Participant under any individual  retirement
arrangement

<PAGE> 3

identified on Addendum D; and (g) any benefits of the Participant
accrued or paid under any retirement plan  qualified  under  Code
Section  401(a), except any  elective  contributions described in
clause  (b)  of the preceding  paragraph  of  this Section 2.12.

     2.13. Effective  Date means the effective date of this Plan,
which is January 1, 2005.

     2.14. Executive  Deferred  Compensation   Plan   means   the
Seaboard  Executive  Deferred  Compensation  Plan,   adopted   by
Seaboard  Corporation   effective  January  1,  1999,   as   most
recently amended and restated effective January 1, 2005,  and  as
hereafter amended from time to time.

     2.15. Eligible Spouse  means  the spouse of a Participant to
whom the Participant  was  married  on  the  date  payment of the
Participant's  vested   Accrued  Benefit   commences,   or,    if
earlier,  on  the  date of the Participant's death. The length of
the marriage prior  to  either   of such dates shall not be taken
into consideration.

     2.16. Final  Average  Earnings  has the same meaning as such
term has in the Pension Plan at the applicable date (which is the
Participant's Separation  Date  for  purposes  of determining the
Participant's  vested  Accrued  Benefit  upon   Separation   from
Service), except that Final Average Earnings  will  be determined
by using the definition of Earnings set forth herein.

     2.17. Inactive  Participant  means  a  Participant who is no
longer accruing a benefit under the Plan  because  either (a) the
President   or   a   Senior  Vice  President  of  the Company has
determined in his sole  discretion that  the Participant shall no
longer accrue a benefit under  the Plan  because  the Participant
no longer satisfies  criteria  for participation as determined by
the President or  a Senior Vice President in his sole discretion,
or (b) the Participant has  had a Separation from Service.

     2.18. Interest Rate  means  the  Moody's  AAA  Seasoned Bond
Index average rate as of the first business  day of the Plan Year
containing  the  period  for  which  the  interest amount payable
hereunder is to be determined.

     2.19. Investment Option Plan means  the Seaboard Corporation
Investment Option Plan, adopted by Seaboard Corporation effective
December 1, 2000,  as  amended from time to time.  The Investment
Option Plan is now frozen.

     2.20. Key Participant means a Participant who is a specified
employee  within  the   meaning of Code Section 409A (generally a
specified employee  for this purpose is a key employee as defined
in Code Section 416(i)  but without regard to Code Section 416(i)
(5)).

     2.21. Nonqualified Deferred Compensation Plan    means   the
Seaboard   Corporation  Nonqualified Deferred Compensation  Plan,
adopted  by Seaboard  Corporation  effective   September 1, 2005,
and as hereafter amended from time to time.

     2.22. Normal Retirement Date  means  the first  day  of  the
calendar month coinciding  with  or next  following  the date the
Participant attains  age  sixty-two (62).

<PAGE> 4

     2.23. Participant  means any individual who is designated as
a Participant in  the Plan as provided in Section 3.1 and who has
not ceased to  be  a Participant under Section 3.2.

     2.24. Participation Date means  the date an employee becomes
a Participant as provided in Section 3.1.

     2.25. Pension  Plan  means  the Seaboard Corporation Pension
Plan, a retirement  plan qualified under  Code Section 401(a) and
sponsored  by Seaboard Corporation, as amended from time to time.

     2.26. Plan  means   the   Seaboard   Corporation   Executive
Retirement  Plan  2005  Amendment  and  Restatement  as set forth
herein and as amended from time to time.

     2.27. Plan Administrator  means  the  Committee, if any, but
if at any time there  is  no Committee  acting hereunder then the
Plan Administrator  will  be Seaboard Corporation.

     2.28. Plan Year or Year means the 12-month  period beginning
January  1  and  ending December 31.

     2.29. Related Company  means  any  corporation  which  is  a
member of a controlled group of corporations  (as defined in Code
Section 414(b))  that  includes the Company.

     2.30. Separation Date  means the date  the Participant has a
Separation from Service.

     2.31. Separation from Service means  ceasing  to be employed
by the Company  or  any  Related  Company   for  any  reason, and
having  a  separation  from  service  within  the meaning of Code
Section 409A.

     2.32. Years of Service at  any  particular  time  means  the
years  of  service the Participant has at that time as determined
under the Pension Plan for vesting purposes.

     2.33. Years of Accrual Service at  any particular time means
Years of Accrual Service at  that  time  as determined  under the
Pension Plan, except that Years  of  Accrual   Service  shall  be
determined (a) based upon all hours  of  service  with either the
Company or a Related Company whether or not the Participant was a
Participant in the Plan at the time  of such service, (b) without
applying the maximum limit of 35 Years of Accrual  Service  under
the Pension  Plan,  and (c) without applying the  Pension  Plan's
exclusion of  service  during  any  period  from  January 1, 1994
through  January 1, 1997  that  the  Participant  was    accruing
benefits under either this Plan  or  any  predecessor  plan  that
merged into this Plan.  Notwithstanding the  preceding  sentence,
Years of Accrual Service will not include any  service   for   an
entity occurring prior to the time  the  entity  became a Related
Company.

                          ARTICLE III.
                          PARTICIPATION

     3.1. Participation Date.  All  persons  who are Participants
immediately prior to  the Effective Date will remain Participants
as of the  Effective  Date,  and  the   Participation Date of any

<PAGE> 5

such Participant is that  date prior to  the  Effective Date that
he became a Participant.   An  employee of the Company who is not
a Participant on the Effective Date, and who is determined by the
President or a  Senior  Vice  President  of  the  Company to be a
member of a  select  group  of management or  highly  compensated
employees,  will  become   a Participant if he is designated as a
Participant by the President or a  Senior  Vice  President of the
Company.   Such  employee's   Participation Date will be the date
specified by the President or a  Senior  Vice  President  of  the
Company.   Commencement  of  participation does not guarantee any
Participant  continued  active  participation  hereunder.   Those
employees who are Participants  in the Plan  as  of the Effective
Date  of  this  2005  amendment  and  restatement  are  listed on
Addendum A attached hereto.

     3.2. Cessation of Participation. A Participant will cease to
be a Participant when he no longer has an Accrued Benefit.

     3.3. Inactive Participants.   An  Inactive  Participant will
have a frozen Accrued  Benefit  hereunder.   If  at  any time the
frozen Accrued  Benefit  of an Inactive Participant is zero, then
the Inactive Participant will no longer have  an  Accrued Benefit
and  will  cease  to  be  a Participant.

     3.4. Participation not Contract of Employment.  The     Plan
does  not constitute a contract of employment,  and participation
in   the   Plan   will   not   give   any   Participant the right
to  continue in the employ of or provide services to the Company,
or  interfere  in  any  way  with the right  of  the  Company  to
terminate the employment of the Participant or give any right  or
claim  to  any  benefit under the terms of the Plan  unless  such
right  or  claim is specifically vested under the  terms  of  the
Plan.

                           ARTICLE IV.
                       RETIREMENT BENEFITS

     4.1. Determination of Accrued Benefit.    A    Participant's
Accrued Benefit is a benefit payable in  the  form  of  a  single
life annuity commencing on the  Participant's  Normal  Retirement
Date (or the Participant's Separation Date  if later   than   his
Normal Retirement Date) in an annual amount equal to  the  excess
of (1) the sum of (a) (the "Pre-Participation Service   Benefit")
and (b) (the "Post-Participation  Service Benefit")  below,  over
(2) the sum of (c)  (the  "Pension Plan Offset"), (d) (the "Prior
Cash  Payment  Offset"),  (e)  (the  "Prior SERP  Frozen  Benefit
Offset"), and (f)  (the  "Individual  SERP  Agreement    Offset")
below; provided, however, in no  event  shall  the  Participant's
Accrued Benefit be less than  the  amount  of  the  Participant's
Accrued Benefit immediately prior to the  Effective Date.

     (a)  Pre-Participation Service Benefit. A Participant's Pre-
          Participation Service Benefit will be determined taking
          into  account  only  the Participant's Years of Accrual
          Service      as      of    his    Participation    Date
          ("Pre-Participation Years of Accrual Service") and will
          be an amount equal to the sum of:

          (i)  .65% of his Final  Average  Earnings multiplied by
          his Pre-Participation Years of Accrual Service; and

<PAGE> 6

          (ii) .50%  of  his  Final Average Earnings in excess of
          Covered      Compensation     multiplied     by     his
          Pre-Participation Years of Accrual Service.

     (b)  Post-Participation   Service Benefit.   A Participant's
          Post-Participation   Service Benefit will be determined
          taking into  account the Participant's Years of Accrual
          Service after the   Participant's   Participation  Date
          ("Post-Participation  Years  of  Accrual  Service") and
          will be an amount equal to 2.5% of his  Final   Average
          Earnings   multiplied   by his Post-Participation Years
          of Accrual Service.

     (c)  Pension   Plan   Offset.  The amount of a Participant's
          Pension Plan Offset is  the Actuarial Equivalent of the
          Participant's accrued benefit as defined in the Pension
          Plan, determined as if such benefit were payable in the
          form  of  a  single  life annuity that commences on the
          Participant's Normal Retirement Date or, if  later, the
          Participant's Separation Date.

     (d)  Prior Cash Payment Offset.  This offset applies only to
          those  Participants  who  received  one  or  more  cash
          payments  under  the  provisions  of the Plan in effect
          from  January 1, 1994  through  January 1, 1997.    The
          amount  of  the  Prior  Cash  Payment  Offset   is  the
          Actuarial Equivalent of the benefit satisfied with such
          cash  payments,  determined  as  if  such  benefit were
          payable  in  the  form  of  a  single life annuity that
          commences  on  the Participant's Normal Retirement Date
          or, if later, the Participant's Separation  Date.   The
          name  of each Participant who received one or more such
          cash  payments and the benefit satisfied with such cash
          payment or  payments  are listed on Addendum B attached
          hereto.

     (e)  Prior SERP  Frozen Benefit Offset.  This offset applies
          only  to those Participants who were participants under
          the Plan as in  effect  prior to 1997 and have a frozen
          accrued benefit under the  Plan at that time payable as
          a 10 year certain and continuous annuity. The amount of
          the Prior SERP Frozen Benefit Offset is  the  Actuarial
          Equivalent of such frozen accrued benefit,   determined
          as if such benefit were payable in the form of a single
          life annuity that commences on the Participant's Normal
          Retirement   Date   or,   if   later, the Participant's
          Separation Date.  The name of each  Participant who has
          such a frozen accrued  benefit  and  the amount of such
          frozen  accrued  benefit  are  listed  on  Addendum   C
          attached hereto.

     (f)  Individual SERP Agreement Offset.  This  offset applies
          only  to  those  Participants  who   have an individual
          supplemental  retirement  arrangement with the Company.
          The amount of the  Individual  SERP Agreement Offset is
          the  Actuarial  Equivalent  of  the  benefit  under the
          individual   supplemental   retirement     arrangement,
          determined   as   if   such benefit were payable in the
          form  of  a  single  life annuity that commences on the
          Participant's  Normal Retirement Date or, if later, the
          Participant's  Separation  Date.  The  name  of    each
          Participant   who   has   such an individual retirement
          arrangement   with  the Company is listed on Addendum D
          attached hereto.

<PAGE> 7

     4.2. Early Retirement  Accrued  Benefit.  A    Participant's
Accrued Benefit on or after the Participant's  Early   Retirement
Date (regardless of whether the  Participant's   Separation  from
Service  occurs  before  or   after   the   Participant's   Early
Retirement  Date)    and   prior   to  the  Participant's  Normal
Retirement Date will be an early retirement Accrued Benefit.  The
Participant's early retirement Accrued Benefit determined as of a
date that is on or after the date the Participant attains age  55
will  equal the Participant's Accrued Benefit as determined under
Section 4.1, reduced by 4% for each year by which the date of the
determination  of  such  Participant's early  retirement  Accrued
Benefit  precedes the Participant's Normal Retirement Date.   The
Participant's early retirement Accrued Benefit determined as of a
date  that  is prior to the date the Participant attains  age  55
will  equal  the  actuarial equivalent, as of such  determination
date,  based on the interest and mortality tables then applicable
under  Section 2.3, of the Participant's early retirement Accrued
Benefit  at age 55 as determined in accordance with the preceding
sentence.

                           ARTICLE V.
                       PAYMENT OF BENEFITS

     5.1. Fully Vested Benefits.  A  Participant  will  be  fully
vested in the Participant's Accrued Benefit  upon  the  first  to
occur of:

     (a)  The   Participant's   Normal   Retirement   Date if the
          Participant  is an employee of the Company or a Related
          Company on the Participant's Normal Retirement Date; or

     (b)  The Participant's disability  if such disability occurs
          while  the Participant is an employee of the Company or
          a Related Company; or

     (c)  The Participant's death  while  the  Participant  is an
          employee of the Company or a Related Company; or

     (d)  The  Participant's completion of five Years of Service;
          or

     (e)  A Change of Control.

     5.2. Forfeitures.  If the Participant does not have a vested
Accrued  Benefit under the provisions  of  Section 5.1  upon  the
Participant's  Separation  Date,  then  the Participant's Accrued
Benefit  will  be forfeited.

     5.3. Commencement of Payment.   If  the Participant's vested
Accrued   Benefit   is   paid    in  the form  of  an  annuity as
hereinafter provided, then payment  will commence   as   soon  as
practical  after  the  later   of   the  Participant's Separation
Date or the date the Participant attains    age  sixty-two  (62);
provided, however, if  the  Participant is eligible  for an early
retirement benefit as provided in Section 4.2, then  payment will
commence   as   soon   as  practical  following the  later of the
Participant's     Separation     Date     or   the    date    the
Participant  attains age 55, or at such later date as  applicable
under  Section 5.6.  If the Participant's vested Accrued  Benefit
is  paid in the form of a lump sum as hereinafter provided,  then
payment  will  be  made  as  soon  as  practical  following   the
Participant's Separation from Service, or, if applicable, as soon
as  practical after a Change of Control, or at such later date as
applicable  under  Section  5.6.   If  the  Participant's  vested
Accrued

<PAGE> 8

Benefit    is    paid    in    the    form  of  installments   as
hereinafter  provided,  then payment will  commence  as  soon  as
practical following the Participant's Separation from Service, or
at   such   later   date   as  applicable  under   Section   5.6.
Notwithstanding the preceding provisions of this Section  5.3  or
any  other provisions of the Plan to the contrary, payment of the
vested  Accrued  Benefit of a Key Participant  that  is  made  on
account of the Key Participant's Separation from Service will not
commence  prior to the earlier of (a) the date which is  six  (6)
months  after the date of  the Key Participant's Separation  from
Service,   or  (b)  the  death  of  the  Key  Participant.    The
restriction in the preceding sentence will not apply to a payment
to  a  Key  Participant that is made on account of  a  Change  of
Control.

     5.4. Method of Payment.     The Participant's vested Accrued
Benefit will be paid in  one of the following methods:

     (a)  Lump  Sum Payment: A lump sum payment is a single  cash
          payment  in an  amount equal  to the Actuarial Value of
          the  Participant's vested Accrued Benefit determined as
          of   the   payment   date;   provided,  however, if the
          Participant is eligible to  receive an early retirement
          benefit under Section 4.2, then the  amount of a single
          lump sum payment to the Participant will equal      the
          present value determined as of the payment date  of the
          Participant's  early  retirement  benefit under Section
          4.2  payable  in  the  form  of  a  single life annuity
          commencing on the payment  date and determined by using
          the interest and mortality tables  then  applicable for
          purposes   of   determining   Actuarial   Value.    The
          Participant's  vested  Accrued  Benefit  will always be
          paid in a  lump  sum  payment if as of the commencement
          date determined under  Section 5.3 the dollar amount of
          the lump sum payment is less  than  or equal to the sum
          of $50,000.  Subject  to  the  Participant's  right  to
          elect another method of payment under  Section 5.5, the
          Participant's vested Accrued Benefit also will  be paid
          in the form of a lump sum payment if the  date  of  the
          Participant's  Separation  from  Service is on or after
          the later of (i) November 4, 2009,  or  (ii)  five  (5)
          years after the Participant's Participation Date. Also,
          if not otherwise paid in   a lump sum payment under the
          provisions of the preceding  sentence,  and  subject to
          the Participant's right to elect another      method of
          payment under  Section 5.5,  the  Participant's  vested
          Accrued Benefit will be paid in a lump sum  payment  if
          the  Participant is involuntarily terminated, or if the
          Participant's Separation Date is on or after his Normal
          Retirement Date.   A   Participant's   vested   Accrued
          Benefit will always be paid in a lump sum upon a Change
          of Control whether or not the Participant    then has a
          Separation from Service.  If a Change of Control occurs
          after a  Participant  has had a Separation from Service
          and  has commenced to receive payment in the form of an
          annuity, then the lump sum payment to be made under the
          preceding sentence  shall be  in an amount equal to the
          Actuarial Value of the  Participant's   unpaid  annuity
          determined as of the date of the lump sum payment;

     (b)  Installment   Payments:   Installment payments are five
          annual payments in a five-consecutive-year period.  The
          principal amount  of each payment is equal to one fifth
          of the amount that would be  paid to the Participant on
          the date the installment payments  commence  if instead
          the payment on that date were a lump

<PAGE> 9

          sum   payment as determined under Section 5.4(a).  Each
          installment   payment will also include interest on the
          aggregate amount of the  unpaid installments determined
          by applying the Interest Rate.  If  the Participant  is
          eligible to receive his vested Accrued Benefit   in the
          form  of  a  lump  sum, and if the dollar amount of the
          lump  sum  payment  determined  under Section 5.4(a) is
          greater than the sum of $50,000, then the Participant's
          benefit payment will be made in the form of installment
          payments if elected by the  Participant  in  accordance
          with the provisions of Section 5.5.

     (c)  Annuity Payment:  An  annuity is payment  in one of the
          forms  described  in  the  subparagraphs  under    this
          paragraph (c) that is   the Actuarial Equivalent of the
          Participant's   vested   Accrued   Benefit.    If   the
          Participant   is   not  eligible  to receive his vested
          Accrued Benefit in the form of a lump sum payment under
          the provisions of the preceding paragraph (a), then the
          Participant's   vested  Accrued Benefit will be paid in
          the   form   o f  either  the  annuity   described   in
          subparagraph (i) below, or the  annuity  described   in
          subparagraph (ii) below, whichever  applicable.  If the
          Participant is eligible to receive his vested   Accrued
          Benefit  in  the form of a lump sum, and if the payment
          in  a  lump  sum  is  not mandatory hereunder, then the
          Participant's  benefit  payment  will be made in one of
          the   annuity   forms   described   in  the   following
          subparagraphs   if   elected   by   the  Participant in
          accordance with the provisions of Section 5.5; provided,
          however,  if  the Participant has an Eligible Spouse at
          the  time  the  election is made and elects a joint and
          survivor annuity payment, but does not have an Eligible
          Spouse  at  the  time  benefit  payments commence, then
          benefit payments will be made in  the  form of a single
          life  annuity  unless  the  Participant elects a single
          life  annuity  with  a  ten  (10)  year term certain in
          accordance with the provisions of Section 5.5.

          (i)  Single Life Annuity.  A single life annuity is the
          Actuarial  Equivalent  of  the  Participant's    vested
          Accrued Benefit payable in    annual   payments  to the
          Participant for the lifetime of the    Participant.  If
          the Participant is not eligible to receive his   vested
          Accrued Benefit in the form of a lump sum payment under
          the  provisions  of the preceding subparagraph (a), and
          if the  Participant  has no Eligible Spouse on the date
          payment of the  Participant's   benefit commences, then
          payment  of  the  Participant's  vested Accrued Benefit
          will be in the form of a single life annuity.

          (ii) 50% Joint  and Survivor  Annuity.  A 50% joint and
          survivor  annuity  is  the  Actuarial Equivalent of the
          Participant's vested Accrued  Benefit payable in annual
          payments to the Participant for  the  lifetime  of  the
          Participant  and  to  the Participant's Eligible Spouse
          upon  the  Participant's  death for the lifetime of the
          Participant's Eligible Spouse, with each payment to the
          Participant's  Eligible  Spouse being 50% of the amount
          of each payment to the Participant.  If the Participant
          is not eligible  to  receive his vested Accrued Benefit
          in the form of a lump sum  payment under the provisions
          of  the  preceding  subparagraph  (a),  and   if    the
          Participant  has an Eligible Spouse on the date payment
          of the Participant's

<PAGE> 10

          benefit commences, then payment of  the   Participant's
          vested Accrued  Benefit  will  be  in the form of a 50%
          joint and survivor annuity.

          (iii) Single Life Annuity with 10 Year Term Certain.  A
          single  life  annuity with a ten (10) year term certain
          is a  single life annuity described in subparagraph (i)
          above with a guaranteed payment term of ten (10) years.

          (iv) 75%  Joint and Survivor Annuity.  A  75% joint and
          survivor  annuity  is  the  Actuarial Equivalent of the
          Participant's vested Accrued  Benefit payable in annual
          payments to the Participant for  the  lifetime  of  the
          Participant  and  to  the Participant's Eligible Spouse
          upon  the  Participant's  death for the lifetime of the
          Participant's Eligible Spouse, with each payment to the
          Participant's  Eligible  Spouse being 75% of the amount
          of each payment to the Participant.

          (v)  100% Joint and Survivor Annuity.  A 100% joint and
          survivor  annuity  is  the  Actuarial Equivalent of the
          Participant's vested Accrued  Benefit payable in annual
          payments to the Participant for  the  lifetime  of  the
          Participant and to the Participant's  Eligible   Spouse
          upon  the  Participant's  death for the lifetime of the
          Participant's Eligible Spouse, with each payment to the
          Participant's  Eligible Spouse being 100% of the amount
          of each payment to the Participant.

     5.5. Participant   Elections   of   Method  of Payment.    A
Participant may elect a method of  payment  of  the Participant's
vested  Accrued  Benefit  other  than  the  method  provided   in
the Plan; provided, however, a Participant's  method  of  payment
election will not be effective if a different  method of  payment
is mandatory under the provisions of  the  Plan.   A   method  of
payment  election must be  made  in accordance with subparagraphs
(a)  and (b) of this Section  5.5.   A method of payment election
must be made on a form provided by the Committee  and will not be
validly made until delivered to the Committee.

     (a)  Initial Elections:  An Employee who is a Participant in
          the  Plan  on  December 31, 2006, must make the initial
          method of  payment  election  on or before December 31,
          2006; provided, however,  in  no event  may a method of
          payment election made in  2006 either (i) result in the
          deferral to a subsequent Year of  the  payment  of  any
          amount otherwise to be paid in 2006, or (ii) accelerate
          to 2006 a payment otherwise to be made in a later Year.
          An Employee who becomes a Participant after December 31,
          2006,  must make the  method of  payment election on or
          before the  Employee's   Participation   Date.      Any
          Participant who does not  elect  a method of payment is
          deemed to have elected the method otherwise provided in
          the Plan.

     (b)  Subsequent Elections:  Except  as hereafter provided in
          this  subparagraph  (b),  a  Participant's   method  of
          payment election is  irrevocable.  If a Participant has
          elected in accordance with the  provisions   of     the
          preceding subparagraph (a) of this Section 5.5 that the
          method  of  payment of the Participant's vested Accrued
          Benefit   will   be  an  annuity, and if payment of the
          Participant's  vested  Accrued  Benefit in a particular
          method of payment is not  mandatory,  then  at any time
          prior   to   the  time the first annuity payment to the
          Participant is made, the Participant

<PAGE> 11

          may elect to change the form of annuity to another form
          of   annuity   provided   under   the   provisions   of
          subparagraph  (c)  of Section 5.4.  Such election shall
          be  made  by  an  instrument  in  writing signed by the
          Participant and delivered to the Committee

     5.6. Participant Elections of Payment Date.    A Participant
may elect that the Participant's vested Accrued Benefit  be paid,
or that payment commence, on a date later  than  the payment date
otherwise provided in the Plan.  A Participant's  payment    date
election under this Section  5.6  is  irrevocable.    However,  a
Participant's  payment date  election  will  not be effective  if
a    different   payment   date  or payment  commencement date is
mandatory   under   the   provisions   of Section 5.3.  A payment
date  election by the Participant must be made on a form provided
by  the Committee and will not be validly made until delivered to
the  Committee.  An Employee who is a Participant in the Plan  on
December  31,  2006, must make the payment date  election  on  or
before  December 31, 2006; provided, however, in no event  may  a
payment  date  election made in 2006 either  (i)  result  in  the
deferral  to  a  subsequent Year of the  payment  of  any  amount
otherwise  to  be  paid  in 2006, or (ii) accelerate  to  2006  a
payment  otherwise to be made in a later Year.  An  Employee  who
becomes  a  Participant  after December 31,  2006,  must  make  a
payment  date  election on or before the Employee's Participation
Date.   Any Participant who does not make a payment date election
as  described in this subparagraph will be deemed to have elected
the payment date provided in the Plan.

     5.7. Death Benefit.   If   the Participant dies prior to the
commencement of payment  of  Participant's  Accrued Benefit, then
the Participant's  vested  Accrued  Benefit  will  be paid to the
Participant's beneficiary  as determined   under  Section  5.8 as
soon  as  practical  after  the Participant's   death in the form
of a lump sum payment.  If the Participant dies after the payment
or commencement of payment  of the Participant's Accrued Benefit,
no further payments  will  be made   hereunder  with  respect  to
the  Participant  and the Participant's  benefits hereunder shall
be  deemed  to  be  fully paid; provided, however, that if at the
time  of  the  Participant's  death,  the  Participant's  Accrued
Benefit was being paid  in  the form   of  a single  life annuity
with a ten (10) year term certain  and  all  of  the   guaranteed
payments   had   not   been made, or in  the form  of installment
payments     and     all     of     the    installment   payments
had  not  been  made, then the remaining guaranteed  payments  or
installment   payments   will  be  paid  to   the   Participant's
beneficiary  as  determined  under  Section  5.8;  and  provided,
further,  that  if  at the time of the Participant's  death,  the
Participant's  Accrued Benefit was being paid in the  form  of  a
joint  and  survivor annuity, then if the Participant's  Eligible
Spouse  survives  the Participant, the survivor  annuity  benefit
will be paid to the Participant's Eligible Spouse until the death
of the Participant's Eligible Spouse.

     5.8. Determination of Beneficiary.   Each  Participant  from
time to time may designate any person or persons,  trust,  estate
or charitable institution  (who  may be designated   concurrently
or   contingently)   to   whom   the Participant's vested Accrued
Benefit under the Plan will be paid if the Participant dies prior
to the payment or commencement of payment  of  the  Participant's
Accrued    Benefit  or   if   the   Participant   dies  after the
commencement      of      payment      in      the     form    of
a single life annuity with a ten (10) year term certain or in the
form  of  installments  and  prior  to  the  completion  of  such
guaranteed  payments or installments.  A beneficiary  designation
will  be  effective  only  if filed  in  writing  with  the  Plan
Administrator  while the

<PAGE> 12

Participant is alive.  The Participant's  beneficiary will be the
beneficiary designated on the  last  such    written  designation
filed  by  the  Participant  prior  to  the Participant's death.

     If  a  Participant fails to validly designate a beneficiary,
then  the  Participant's beneficiary will  be  the  Participant's
Eligible  Spouse, but if the Participant is not  survived  by  an
Eligible  Spouse then the Participant's beneficiary will  be  the
personal  representative of the Participant's  estate;  provided,
however,  if  the Participant does not otherwise have  a  probate
estate,  the Plan Administrator may pay the Participant's  vested
Accrued  Benefit  to  such  person  or  persons  whom  the   Plan
Administrator  determines, in the Plan Administrator's  sole  and
absolute  discretion,  would be the beneficiaries  in  a  probate
proceeding, and the Plan Administrator shall have no liability to
any person for any such determination.

                           ARTICLE VI.
                             FUNDING

     6.1. Unfunded Plan. This Plan is an unfunded plan for income
tax  purposes  and for purposes of Title I of ERISA.  The Company
may from time to  time deposit  assets  in a trust established by
the  Company  that  is  subject  to  the creditors of the Company
but which  assets  must  otherwise   be  used  for the purpose of
paying  Accrued  Benefits hereunder.   In  the  event of a Change
of Control,  the  Company will,  as  soon  as practical following
such Change  of  Control,  deposit  or  cause  to be deposited in
such trust  assets  of  an  amount  sufficient  (as determined by
the actuary of  the  Pension  Plan)  to  pay  all  vested Accrued
Benefits of the Participants  as determined  as  of the first day
following such Change of Control.

                          ARTICLE VII.
                      WITHHOLDING OF TAXES

     7.1. Tax Withholding.  The  Company  has the right to retain
and withhold  from  any  payment of benefits hereunder the amount
of  taxes  required by any government to be withheld or otherwise
be deducted and paid  with respect to such payment.

                          ARTICLE VIII.
                       PLAN ADMINISTRATOR

     8.1. Membership and Authority.  The  Board  may  appoint, or
delegate the  appointment  of,  a   Committee   to   act  as Plan
Administrator.  In the event a Committee   is   acting   as  Plan
Administrator, the Committee shall  act  by  a  majority  of  its
members except to the extent it  has  delegated  responsibilities
hereunder.  The Plan Administrator  shall  have   the   following
powers, rights and duties in  addition  to  those    vested in it
elsewhere in the Plan:

     (a)  To adopt such rules of procedure and regulations as, in
          its   opinion,   may   be necessary  for the proper and
          efficient  administration  of  the  Plan  and  as   are
          consistent with the provisions of the Plan.

     (b)  To enforce the Plan in  accordance  with  its terms and
          with  such  applicable  rules and regulations as may be
          adopted.


<PAGE> 13

     (c)  To   construe   and   interpret   the  Plan in the Plan
          Administrator's  sole  discretion, and to determine all
          questions  arising  under the Plan, including the power
          to determine the  rights  of  Participants   and  their
          beneficiaries   and   the   amount  of their respective
          benefits.

     (d)  To  maintain  and  keep adequate records concerning the
          Plan  and  concerning  its proceedings and acts in such
          form and detail as the Plan Administrator may decide.

     (e)  To direct all payments of benefits under the Plan.

     8.2. Delegation.  In exercising  its  authority  to  control
and manage the operation and administration of the Plan, the Plan
Administrator  may   employ  agents  and counsel (who may also be
employed  by  the Company)  and  delegate  to  them  such  powers
as   the   Plan Administrator deems desirable.

     8.3. Information to be Furnished.     The    Company   shall
furnish the Plan  Administrator  or  its delegees such  data  and
information as  may  be  required.  The records  of  the  Company
as to an employee's  or  Participant's  period   of   employment,
Separation from Service  and  the  reason  therefore,   leave  of
absence and compensation will be conclusive on all persons unless
determined to be incorrect.

     8.4. Plan    Administrator's    Decision    Final.       Any
interpretation   of   the   Plan   and any decision on any matter
within  the  discretion of the Plan Administrator  made  in  good
faith  is binding on all persons. A misstatement or other mistake
of  fact  shall be corrected when it becomes known, and the  Plan
Administrator shall make such adjustment on account thereof as it
considers equitable and practicable.

     8.5. Remuneration and Expenses.    No  remuneration shall be
paid to the Plan Administrator  (or  any  Committee  member)  for
services hereunder.  All  expenses  of  the   Plan  Administrator
(or a Committee member) incurred  in  the  performance   of   the
administration of the Plan shall be reimbursed by the Company.

     8.6. Indemnification of Committee Member.  The Committee and
the individual members thereof  shall  be  indemnified    by  the
Company against any  and  all  liabilities,  losses,  costs,  and
expenses (including fees  and  expenses)  of whatsoever  kind and
nature which may be imposed on, incurred  by  or asserted against
the Committee or the members by reason of the  performance  of  a
Committee function if the Committee or such members  did  not act
dishonestly or in  willful  or  negligent violation of the law or
regulations   under  which such  liability, loss, cost or expense
arises.

     8.7. Resignation   or   Removal   of   Committee Member.   A
Committee member may resign at any time by giving ten   (10) days
advance    written    notice    to  the  Company  and  the  other
Committee  members. The Company may remove a Committee member  by
giving  advance  written notice to him  or  her,  and  the  other
Committee members.

<PAGE> 14

     8.8. Interested Committee Member.   A    member    of    the
Committee may not decide or determine  any  matter   or  question
concerning his or her own benefits under  the Plan.

                           ARTICLE IX.
                        CLAIMS PROCEDURE

     9.1. Claim.   Any  person  claiming a benefit, requesting an
interpretation  or  ruling   under   the  Plan,   or   requesting
information under the  Plan  shall present the request in writing
to   the   Committee   which  shall respond in writing as soon as
practicable.

     9.2. Denial of Claim.  If  the  claim  or request is denied,
the written  notice  of denial  shall  be made within ninety (90)
days  of  the  date  of receipt of  such  claim or request by the
Committee  and  shall state:

     (a)  The reason for  denial,  with specific reference to the
          Plan provisions on which the denial is based.

     (b)  A description of any additional material or information
          required and an explanation of why it is necessary.

     (c)  An explanation of the Plan's claim review procedure.

     9.3. Review of Claim.  Any  person whose claim or request is
denied or who has not received a response within ninety (90) days
may request review by  notice  given  in writing to the Committee
within sixty (60)  days  of  receiving  a response or one hundred
fifty (150) days from the date   the  claim  was  received by the
Committee.   The   claim   or  request shall  be  reviewed by the
Committee  who  may,  but  shall  not be  required  to, grant the
claimant   a   hearing.   On  review,    the  claimant  may  have
representation, examine pertinent  documents,   and submit issues
and comments in writing.

     9.4. Final Decision.  The decision on review shall  normally
be made  within  sixty (60) days after the Committee's receipt of
a request for review. If  an  extension  of  time is required for
a  hearing  or  other  special  circumstances, the claimant shall
be  notified  and  the  time  limit  shall  be one hundred twenty
(120) days after the Committee's receipt of a request for review.
The decision  shall be  in  writing  and  shall state the reasons
and  relevant  plan  provisions. All decisions on review shall be
final and  bind  all parties concerned.

                           ARTICLE X.
              AMENDMENTS OR TERMINATION OF THE PLAN

     10.1. Board.  The Board may, at any time or times, amend the
Plan,  pursuant  to  written  resolution  adopted  by  the Board;
provided, however, no amendment  shall  be  effective to decrease
the  amount  of  any  Participant's  Accrued  Benefit  which,  at
the time  of  the amendment,  was  fully vested hereunder, unless
the  Participant agrees to such amendment,  and no amendment  may
relieve  the  Company  of  its obligation under Article VI unless
all of the Participants agree to such amendment.  The  Board may,
at  any  time,  terminate the Plan by written resolution  adopted
by  the Board.  In the  event  the  Board  terminates  the  Plan,
all Participants  who  are  employees of

<PAGE> 15

the  Company   or   a   Related   Company   at  the  time of such
termination, will become fully vested  in their Accrued Benefits.
Any payment hereunder will be made as provided  herein regardless
of  the  Plan  termination.   In  addition  to   the    preceding
amendment  authority  of  the  Board,   the  appropriate officers
of the Company are authorized to  amend  the  Plan  from  time to
time as they deem advisable for  purposes  of complying  with any
provisions of the Internal Revenue Code and Treasury  Regulations
and any other guidance issued by the Secretary  of  the Treasury,
and the Committee is  authorized to amend the Plan as provided in
Section 2.2.

     10.2. Deemed Amendment.    The Secretary of the Treasury has
been directed by the United States  Congress to adopt regulations
for the interpretation  and   application   of Code Section 409A.
Proposed regulations have been  issued  as  of  the   date of the
adoption   of   this   amended   and  restated   Plan.  It is the
Company's   intention   to   amend  the  Plan to  comply with the
requirements   applicable   to  the Plan under the Code  and such
regulations    and    other    guidance   as   authorized   under
the   last  sentence  of  Section  10.1.   To  the  extent  final
regulations require a further amendment to the Plan,  then  until
such  time  the  Plan is actually so amended, the Plan  shall  be
deemed  to be amended to the extent necessary to be in compliance
with  such  requirements and the Plan shall  be  interpreted  and
administered accordingly.

                           ARTICLE XI.
                          MISCELLANEOUS

     11.1. Captions.    The   captions   of  articles,  sections,
paragraphs  and  subparagraphs  of  this Plan are for convenience
only and shall not control or  affect the meaning or construction
of  any  of  its provisions.

     11.2. Company Action. Except as may be specifically provided
herein,  any  action  required  or  permitted  to be taken by the
Company may be taken  on behalf  of the Company by any officer of
the Company.

     11.3. Company Records.     Records  of  the Company as to an
employee's or Participant's  period   of   employment, Separation
from Service  and  the  reason  therefore,  leaves  of   absence,
reemployment and compensation  will be conclusive on all persons,
unless determined to be incorrect.

     11.4. Evidence.   Evidence  required  of  anyone  under  the
Plan  may  be   by  certificate,  affidavit,  document  or  other
information  which  the  person  acting on it considers pertinent
and reliable, and may  be signed, made or presented by the proper
party or parties.

     11.5. Gender and Number.   Where  the context permits, words
in  the  masculine  gender  shall include the feminine and neuter
genders, the plural shall include the  singular, and the singular
shall include the plural.

     11.6. Governing Law. Except to the extent governed by ERISA,
the provisions of this  Plan  shall be construed and  interpreted
according to the laws  of the state of Delaware.

     11.7. Nonassignability.  Neither a Participant nor any other
person shall have any right  to  commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber,

<PAGE> 16

hypothecate    or     convey     in     advance     of     actual
receipt  the  amounts,  if any, payable hereunder,  or  any  part
thereof, which are, and all rights to which are, expressly hereby
declared to be unassignable and nontransferable.  No part of  the
amounts  payable shall, prior to actual payment,  be  subject  to
seizure  or  separation for the payment of any debts,  judgments,
alimony  or  separate maintenance owed by a  Participant  or  any
other  person,  nor be transferable by operation of  law  in  the
event  of  a  Participant's  or another  person's  bankruptcy  or
insolvency.

     11.8. Participant   Cooperation.     A    Participant   will
cooperate with the Company by  furnishing any and all information
requested by the Company in  order  to facilitate the payment  of
benefits hereunder  and  such other action as may be requested by
the Company.

     11.9. Successors.   The  provisions  of this Plan shall bind
and  inure  to  the benefit of the Company and its successors and
assigns.  The  term  successors  as used herein shall include any
corporate  or  other  business  entity   which  shall, whether by
merger,  consolidation,  purchase   or  otherwise  acquire all or
substantially  all  of  the  business  and assets of the Company,
and successors of  any such corporation or other business entity.

     11.10. Unsecured General Creditor.   Participants  and their
beneficiaries,  heirs,  successors,  and  assigns  will  have  no
secured    interest    or    claim   in    any     property    or
assets  of the Company whether or not such assets are held  in  a
trust  that  may  be  used  for the purpose  of  paying  benefits
hereunder.   For  purposes  of the  Plan,  any  and  all  of  the
Company's  assets  shall be, and remain, the general,  unpledged,
assets  of the Company. The Company's obligation under  the  Plan
shall be merely that of an unfunded and unsecured promise of  the
Company  to pay money in the future.  No Company shall  have  any
obligation under this Plan with respect to individuals other than
that Company's employees.

     11.11. Validity.   In  case any provision of this Plan shall
be held illegal  or  invalid  for any  reason, said illegality or
invalidity shall  not  affect  the  remaining  parts hereof,  but
this  Plan  shall  be  construed  and enforced as if such illegal
and invalid  provision had never been inserted herein.

     11.12. Waiver of Notice.  Any notice required under the Plan
may be waived by the person entitled to notice.

     The  Company hereby agrees to the provisions of  this  Plan,
and, in Witness Thereof, the Company causes this Agreement to be,
executed on this 6th day of March, 2006.



                                        SEABOARD CORPORATION



                                        By: /S/ H. Harry Bresky
                                            H. Harry Bresky,
                                            President

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