SEABOARD CORPORATION
           NONQUALIFIED DEFERRED COMPENSATION PLAN

                 Effective September 1, 2005











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                      TABLE OF CONTENTS


ARTICLE I PURPOSE AND EFFECTIVE DATE                              1

ARTICLE II DEFINITIONS                                            1
   2.1  Account                                                   1
   2.2  Beneficiary                                               1
   2.3  Board                                                     1
   2.4  Change in Control                                         1
   2.5  Code                                                      2
   2.6  Committee                                                 2
   2.7  Company                                                   2
   2.8  Company Contribution                                      2
   2.9  Compensation                                              2
   2.10 Deferral                                                  3
   2.11 Deferral Election                                         3
   2.12 Disability                                                3
   2.13 Distribution Preference Election                          3
   2.14 Eligible Employee                                         3
   2.15 Employee                                                  3
   2.16 Employer                                                  3
   2.17 Investment Options                                        3
   2.18 Investment Return                                         4
   2.19 Participant                                               4
   2.20 Plan                                                      4
   2.21 Plan Year                                                 4
   2.22 Related Company                                           4
   2.23 Separation from Service                                   4
   2.24 Unforeseeable Financial Emergency                         4

ARTICLE III PARTICIPATION                                         4
   3.1  Participation for Deferrals.                              4
   3.2  Participation for Company Contributions.                  4

ARTICLE IV DEFERRAL ELECTIONS                                     5
   4.1  Method.                                                   5
   4.2  Irrevocable.                                              5
   4.3  Compensation Deferred.                                    5
   4.4  Deferral Election for First Year of Eligibility           5
   4.5  Deferral Elections for Subsequent Years of
         Eligibility                                              6
   4.6  Minimum Annual Deferral                                   6

ARTICLE V COMPANY CONTRIBUTIONS                                   6
   5.1  Participation                                             6
   5.2  Amount                                                    6

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ARTICLE VI ACCOUNTS AND INVESTMENT RETURN                         6
   6.1  Account Adjustments for Deferrals, Company
         Contributions and Distributions                          6
   6.2  Account Adjustments for Investment Return                 6
   6.3  Vesting                                                   7

ARTICLE VII DISTRIBUTIONS                                         7
   7.1  Distribution Preference Elections.  .                     7
   7.2  Subject to Mandatory Distribution Provisions.             7
   7.3  Election Form.  .                                         7
   7.4  Time of Initial Election or Deemed Election.              7
   7.5  Subsequent Distribution Preference Election               7
   7.6  Mandatory Distribution Upon Separation from
         Service                                                  8
   7.7  Mandatory Distribution Upon Change in Control             8
   7.8  Mandatory Distribution Upon Disability                    8
   7.9  Mandatory Distribution Upon Death                         8
   7.10 Distribution Upon Unforeseeable Emergency                 8
   7.11 Adjustments to Accounts                                   9

ARTICLE VIII AMENDMENT OR TERMINATION                             9

ARTICLE IX ADMINISTRATION                                         9
   9.1  Committee                                                 9
   9.2  Delegation                                                9
   9.3  Information to be Furnished                               9
   9.4  Committee's Decision Final                               10
   9.5  Remuneration and Expenses                                10
   9.6  Indemnification of Committee Member                      10
   9.7  Resignation or Removal of Committee Member               10
   9.8  Interested Committee Member                              10

ARTICLE X CLAIMS PROCEDURE                                       10
   10.1 Claim                                                    10
   10.2 Denial of Claim                                          10
   10.3 Review of Claim                                          10
   10.4 Final Decision                                           11

ARTICLE XI MISCELLANEOUS                                         11
   11.1  Captions                                                11
   11.2  Company Action                                          11
   11.3  Terms                                                   11
   11.4  Governing Law                                           11
   11.5  Nonassignability                                        11
   11.6  Tax Obligations                                         11
   11.7  Not a Contract of Employment                            12
   11.8  Participant Cooperation                                 12
   11.9  Successors                                              12

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   11.10 Unsecured General Creditor                              12
   11.11 Validity                                                12
   11.12 Waiver of Notice                                        12

APPENDIX A                                                       13

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                      SEABOARD CORPORATION
             NONQUALIFIED DEFERRED COMPENSATION PLAN

                            ARTICLE I
                   PURPOSE AND EFFECTIVE DATE

     Seaboard   Corporation  adopted  the  Seaboard   Corporation
Nonqualified  Deferred Compensation Plan (the  "Plan")  effective
September  1,  2005.   The purpose of  the  Plan  is  to  aid  in
attracting  and  retaining  certain  key  employees  of  Seaboard
Corporation  and participating affiliated companies by  providing
to  them an opportunity for supplemental retirement income.   The
Plan  is  intended  to  be an arrangement that  is  unfunded  and
maintained  primarily  for the purpose of providing  supplemental
retirement  income  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 is  intended  to
satisfy  the requirements of Section 409A of the Internal Revenue
Code  of  1986, as amended and the Plan shall be interpreted  and
administered accordingly.

                           ARTICLE II
                           DEFINITIONS

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

     2.1  Account means the bookkeeping account maintained by the
Committee  for  a Participant to which is credited Deferrals  and
Company Contributions, and to which is charged distributions, and
which  is adjusted to reflect earnings and losses, all as  herein
provided.   Any  reference  herein  to  a  distribution  of   the
Participant's Account shall mean a payment of an amount equal  to
the amount credited to the Participant's Account.

     2.2  Beneficiary means one or more persons, trusts,  estates
or  other  entities,  designated  by a Participant, in accordance
with  procedures  established  by  the  Committee, to receive any
remaining  balance in the Participant's Account upon the death of
the  Participant.  If  no  designation  by  the  Participant   is
effective,  then  the  Participant's  Beneficiary  shall  be  the
Participant's  surviving  spouse  if  any, but  if none  then the
Participant's estate.

     2.3  Board  means  the  board  of  directors   of   Seaboard
Corporation.

     2.4  Change in Control with respect to any Participant 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 corporation, or in the ownership of a
substantial  portion of the assets of the corporation, 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;

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          (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 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
in  Control under this Section 2.4, the attribution of  ownership
rules under Code Section 318(a) shall apply.

     2.5  Code  means  the  Internal  Revenue  Code  of 1986, any
amendments thereto, and any regulations issued thereunder.

     2.6  Committee means the Committee, which may consist of one
person, designated from time to time by the Company to administer
the Plan.

     2.7  Company   means   Seaboard   Corporation,  a   Delaware
corporation,  and  any  successors  to  the  business of Seaboard
Corporation.

     2.8  Company  Contribution  means  the  amount determined in
accordance  with  Article V that is an obligation of the Employer
and that  is  credited  to a Participant's Account .  The Company
Contribution  may  consist  of  a  "matching contribution" and an
"excess contribution".

     2.9  Compensation  means  the total salary and bonus payable
to the Participant  from  the  Employer  for  the   Participant's
services  during  a  calendar  year  subject  to  the   following
provisions  of  this  Section  2.9.   Compensation   specifically
excludes:  (a) reimbursements or other expense allowances, fringe
benefits  (cash  and  noncash),  moving  expenses,  and   welfare
benefits; (b) any  benefits  accrued  or  paid under the Seaboard
Corporation Executive Retirement Plan, as amended; (c) any amount
of taxable income recognized by the Participant upon the exercise
of an option  under  any option plan or program maintained by the
Company; (d)  any  amount  of  taxable  income  recognized by the
Participant as a  result  of  a distribution under this Plan; and
(e) any amount  allocated or  paid under the Seaboard Corporation
Executive Deferred Compensation Plan, as amended. For purposes of
determining the amount of the Company Contribution  that  is  the
excess contribution for a particular Plan Year, Compensation does
not  include the amount of a Participant's Deferral for such Plan
Year,  but  Compensation  does include the amount of any elective
contributions made by the  Participant  during the same period as
such Plan Year pursuant to a plan maintained by the Company where
such amount  is  not

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includable  in  gross  income  due  to  the provisions  of   Code
Sections 125, 401(k) or 132(f).  Notwithstanding the   foregoing,
for the  Plan Year beginning  September 1, 2005, Compensation for
purposes  of  a  Participant's  Deferral  Election and Deferrals,
shall include  only bonus payable to the Participant for services
rendered on or  after  September 1,  2005,  as  determined  under
Section 4.4, and  Compensation  for  purposes  of   the   Company
Contribution shall be based on the entire 2005 calendar year even
though the effective  date  of  the  Plan  is  September 1, 2005.
Compensation  shall  not  include  a  Participant's  Compensation
payable for any period  prior to  the   time   the    Participant
becomes  eligible  to participate in the Retirement Savings  Plan
for  Seaboard  Corporation, as amended.

     2.10 Deferral  means  the  portion  of  the salary  or bonus
payable to  a  Participant  that  is  deferred  for  a  Plan Year
pursuant to a  Deferral  Election  by  the  Participant  and   is
credited to the Participant's Account.

     2.11 Deferral Election means an election made hereunder by a
Participant  to  defer salary or bonus payable to the Participant
and  earned after the date of the Deferral Election as determined
hereunder.

     2.12 Disability  means  a period in which the Participant is
(i) unable  to  engage  in  any  substantial  gainful activity by
reason of  any  medically   determinable   physical   or   mental
impairment  which  can  be  expected to result in death or can be
expected to last for a  continuous  period  of  not  less than 12
months or (ii) by reason of  any  medically determinable physical
or mental impairment which  can be expected to result in death or
can be expected to last for  a continuous period of not less than
12 months, receiving income replacement  benefits for a period of
not  less  than 3  months  under an  accident   and  health  plan
sponsored by the Company.

     2.13 Distribution  Preference  Election  means  the election
made or deemed  made  by  a  Participant  governing  the  time of
payment of benefits hereunder to the Participant.

     2.14 Eligible Employee means an Employee who  is a member of
a  select  group  of  management or highly compensated employees,
taking into account for this purpose all employees of all Related
Companies; however,  an  Employee  who has been designated by the
Board as an Executive for purposes of the Annual Deferral Amount,
or for purposes of  both  the  Annual  Deferral  Amount  and  the
Company   Discretionary   Contribution,   under   the    Seaboard
Corporation Executive Deferred Compensation Plan, as amended, for
a year coinciding with a Plan Year under this Plan, shall  not be
an Eligible Employee for such Plan Year.

     2.15 Employee  means  any  individual  who  is  a   salaried
employee of an Employer.

     2.16 Employer  means the Company and any of its subsidiaries
or  affiliates  that participate in this Plan with the consent of
the  Company,  and  any  successors  to  the business of any such
participating  subsidiaries  or  affiliates.  The subsidiaries or
affiliates  participating  in  this Plan as of the effective date
are listed on Appendix A attached hereto.

     2.17 Investment  Options  means   the   investment   options
selected  by  the  Committee  from  time  to  time  among which a
Participant  may  direct  the investment of his or her Account in
accordance with procedures established by the Committee.

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     2.18 Matching Percentage.  "Matching Percentage" shall  mean
the   percentage  used   to   calculate  the  "Employer  Matching
Contributions" pursuant to Section 3.02 of the Retirement Savings
Plan for Seaboard Corporation, as such percentage may be  amended
from time to time.  The  Matching  Percentage  shall initially be
3 percent (3%).

     2.19 Investment  Return  means  the  amount   of   earnings,
gains  or  losses  applicable  to  the  Participant's  Account as
measured  by  the  Investment  Options applicable pursuant to the
Participant's direction or as otherwise provided herein.

     2.20 Participant  means  any   Eligible   Employee  who   is
designated as eligible to participate in the Plan for purposes of
Deferrals  and  who  makes  a  Deferral  Election  as provided in
Section 3.1.  Participant  also  means  any Eligible Employee who
satisfies  the  requirements  for  participation  for purposes of
Company  Contributions  as  provided in Section 3.2.  Participant
also  means  any  individual  for  whom  an Account is maintained
hereunder.

     2.21 Plan  means  the  Seaboard   Corporation   Nonqualified
Deferred  Compensation Plan, as set forth herein and as from time
to time amended.

     2.22 Plan Year means the 12-month period beginning January 1
and  ending  December 31;  provided, however, that the first Plan
Year  shall  be  September 1, 2005,  through   December 31, 2005.
Except  with  respect to the first Plan Year, the Plan Year shall
always coincide with the calendar year.

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

     2.24 Separation   from   Service   means   a   Participant's
separation  from  service  with  the  Employer  and  all  Related
Companies within the meaning of Code Section 409A.

     2.25 Unforeseeable   Emergency    means   an   unanticipated
emergency  that  is  caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of  the  Participant  or a dependent of the Participant,
(ii) a loss of  the  Participant's  property due  to casualty, or
(iii) such other  extraordinary  and unforeseeable  circumstances
arising  as  a  result  of  events  beyond  the  control  of  the
Participant, all as  determined  in  the  sole  discretion of the
Committee.

                           ARTICLE III
                          PARTICIPATION

     3.1  Participation  for  Deferrals.   The   Committee   will
designate those  Eligible  Employees  who are  eligible  to  make
Deferral  Elections for a particular Plan Year.  Such designation
will  be by  written communication to such Eligible Employees and
will  be  effective  on  the  date of such written communication.
Once  an Eligible Employee has been designated under this Section
3.1,  he  or  she  may   make  a  Deferral Election for the first
Plan  Year  stated  in  such  written  designation  and  for each
subsequent  Plan  Year  until  the  first  to  occur  of  (1) the
Participant's Separation from Service, or (2)  a  written  notice
from  the  Committee delivered prior

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to the first day of the Plan  Year  for  which  it  is  effective
advising  the Participant that he  or she is  no  longer eligible
to make a Deferral Election.

     3.2  Participation  for Company Contributions.  Any Eligible
Employee  who  has  satisfied the requirements for eligibility to
participate  in  the  Retirement   Savings   Plan   for  Seaboard
Corporation, as amended from time to time (the "401(k) Plan") for
a Plan Year and whose Compensation for a Plan Year is  in  excess
of the maximum amount of compensation determined pursuant to Code
Section 401(a) (17)  that  is  permitted to be taken into account
under the 401(k) Plan  for the  plan year of the 401(k) Plan that
ends  within such Plan Year, will be a Participant  for  purposes
of  the  Company Contribution for that Plan Year.


                           ARTICLE IV
                       DEFERRAL ELECTIONS

     4.1  Method. A Deferral Election shall be made in writing on
a form provided by  the Committee and shall be submitted  to  the
Committee in such manner as the Committee determines.  A Deferral
Election  will  not  be  valid unless  it  is  submitted  to  the
Committee in the manner required.

     4.2  Irrevocable.  A    Deferral    Election   will   become
irrevocable  on  the  last  day  established  by  the   Committee
(in accordance with the  provisions hereunder) for submitting the
Deferral  Election  to  the  Committee; provided, however, in the
case of a Deferral Election that  is  submitted under Section 4.4
after the first day of a Plan  Year,  the Deferral Election shall
become irrevocable at the time the Deferral Election is submitted
to the Committee. Notwithstanding  the  preceding  provisions  of
this Section 4.2, a Deferral Election made by a Participant on or
before September 30, 2005  applicable for the Plan Year beginning
September 1, 2005 and  ending December 31, 2005, may be cancelled
by the Committee or  by  the  Participant, or the Participant may
reduce the amount of Compensation to be deferred pursuant to that
election, provided  any  such  cancellation  or reduction  by the
Participant is submitted  in  writing  by  the Participant to the
Committee in such form  as required by the Committee on or before
December 31, 2005. Any  Compensation  amount  that  ceases  to be
subject to a Deferral  Election  under  the preceding sentence of
this Section 4.2 must be paid to the Participant in such calendar
year as such amount would have become vested and been paid to the
Participant absent the  Participant's  initial  Deferral Election
with respect to such amount.

     4.3  Compensation Deferred.  A Deferral Election shall apply
only  to  Compensation  for services performed after the date the
Deferral Election becomes irrevocable as determined hereunder.

     4.4  Deferral  Election  for  First  Year  of   Eligibility.
Subject to  the  last  sentence of this Section  4.4, an Eligible
Employee who is  designated  under  Section 3.1 in the first Plan
Year of the Plan, or an Eligible Employee who is designated under
Section 3.1 for  the  first  time  in a subsequent Plan Year, may
elect to make Deferrals  provided  he  or  she submits a Deferral
Election   to  the  Committee  by  such  time  as  the  Committee
determines, but in no event later than 30 days after the date the
Eligible Employee first  becomes  eligible  to  participate   for
Deferrals under Section  3.1.  If  a Participant makes a Deferral
Election under this  Section 4.4  after  the  first day of a Plan
Year, and if the Deferral  Election applies to a bonus payable to
the Participant,  then

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the  amount  of  the  Participant's  bonus  that  is deemed to be
payable for services performed after the Deferral  Election shall
be  determined  by  multiplying  the  total bonus  payable  by  a
fraction,  the  denominator  of which is the total number of days
in the performance period for which the bonus is payable, and the
numerator  of  which  is  the  number  of  days remaining in such
performance  period  after  the  date  the Participant's Deferral
Election  becomes  irrevocable.  Notwithstanding  the   preceding
provisions  of  this  Section 4.4,  if  at  the  time an Eligible
Employee becomes first eligible  as  a  Participant for Deferrals
under  Section 3.1, the Eligible Employee is or has been eligible
as a Participant for Company Contributions under Section  3.2, or
if  the  Eligible  Employee  then  participates  in  any    other
nonqualified deferred compensation plan of a Related Company that
is  subject  to  Code Section 409A and that is an account balance
plan  within the  meaning  of  Code  Section  409A,   then    the
Participant's Deferral Election will only be effective  if  it is
submitted to the Committee at the time provided in Section 4.5.

     4.5  Deferral Elections for Subsequent Years of Eligibility.
A  Participant's  Deferral Election for a Plan Year subsequent to
the first  Plan Year in which a Participant is eligible to make a
Deferral  Election  must  be  made  at such time as the Committee
determines,  but  in no event later than the last day of the Plan
Year preceding  the  Plan Year for which the Deferral Election is
effective.

     4.6  Minimum Annual Deferral.  Notwithstanding the foregoing
provisions  of  this  Article IV,  a  Participant  may not make a
Deferral  Election  for  a  Plan  year  unless  the Participant's
Deferral  Election  for  such  Plan  Year provides for a Deferral
amount  that  is  determined  by  the  Committee  to  be at least
$10,000.  Such determination will be  made by the Committee prior
to the date the Deferral Election  becomes irrevocable hereunder.

                            ARTICLE V
                      COMPANY CONTRIBUTIONS

     5.1  Participation.  As  soon as  administratively feasible,
a Company Contribution will be credited  to the Accounts of those
Participants determined by the Committee under Section 3.2.

     5.2  Amount.   The amount of a Company Contribution credited
on  behalf of a Participant for a Plan Year will equal the sum of
(a) the Matching Percentage times the Participant's Deferral  for
such  Plan  Year,  and  (b)  the  Matching  Percentage  times the
Participant's Compensation for the Plan Year that is in excess of
the maximum amount of compensation determined  pursuant  to  Code
Section 401(a)(17) that is  permitted  to  be  taken into account
under the 401(k) Plan for the plan year of the 401(k)  Plan  that
ends within such Plan Year.

                           ARTICLE VI
                 ACCOUNTS AND INVESTMENT RETURN

     6.1  Account    Adjustments    for    Deferrals,     Company
Contributions and  Distributions.  All Deferrals of a Participant
with   respect to  a   Plan  Year  will   be  credited   to   the
Participant's Account as  soon as administratively feasible after
the date on which the Deferral would  have  been  paid  in   cash
absent  the  Deferral  Election applicable to such Deferral.  All

<PAGE> 6

Company Contributions  made  on  behalf  of  a  Participant  with
respect to a Plan  Year  will  be credited  to the  Participant's
Account  at  such  time  or   times  as  determined    by     the
Committee.   Any  distribution   from   a Participant's   Account
will be charged to the Account as of the time of the distribution.

     6.2  Account   Adjustments   for   Investment   Return.    A
Participant's  Account  will  be  deemed  invested in one or more
Investment   Options   as  directed  or  deemed  directed  by the
Participant pursuant to  procedures established by the Committee.
At such times as determined by the Committee, and at such time as
provided  under  Section 7.11,  the  Investment  Return  will  be
credited (in the case of net earnings) or charged (in the case of
net losses) to the Participant's Account.

     6.3  Vesting.  A  Participant will be fully vested in his or
her Account at all times.

                           ARTICLE VII
                          DISTRIBUTIONS

     7.1  Distribution Preference Elections.  A Participant shall
make,  or  be deemed to make, a separate Distribution  Preference
Election   with  respect  to  each  Plan  Year.   A  Distribution
Preference  Election  will  apply  to  the  distribution  of  all
Deferrals   and   Company   Contributions   allocated   to    the
Participant's  Account with respect to a Plan Year,  as  adjusted
thereafter  for  Investment Return.  The Distribution  Preference
Election  will designate the date for the payment by the Employer
to  the  Participant of the amounts subject to  the  Distribution
Preference Election.  Except as provided in Section 7.2,  payment
by  the  Employer  will  be made on the date  designated  in  the
applicable  Distribution  Preference  Election  or  as  soon   as
administratively feasible following such date, but  in  no  event
later than the time required for payment as of a designated  date
under  Code Section 409A.  The form of payment will always  be  a
lump sum payment.

     7.2  Subject  to   Mandatory  Distribution  Provisions.  Any
Distribution Preference Election hereunder,  whether  an   actual
election or a deemed election, shall be subject  to the mandatory
distribution   provisions  of   Sections  7.6, 7.7, 7.8  and 7.9.

     7.3  Election Form.  A   Distribution   Preference  Election
(other  than a deemed election) must be made in writing on a form
provided by the Committee and shall be submitted to the Committee
in  such  manner  as  the  Committee  determines.  A Distribution
Preference  Election  will not be valid unless it is submitted to
the Committee in the manner required.

     7.4  Time  of  Initial  Election  or  Deemed Election.  If a
Participant  makes  a  Deferral Election for a Plan Year, then at
the    time   the  Participant  makes  the  Deferral Election the
Participant may also make a Distribution Preference Election.  If
the Participant fails to make a Distribution  Preference Election
at such time, or if the Participant  does  not  make  a  Deferral
Election for a Plan Year but a Company  Contribution  is  made on
behalf   of   the   Participant   for   such  Plan Year, then the
Participant  shall  be  deemed   to   have   made  a Distribution
Preference Election applicable to all  amounts allocated  to  the
Participant's Account for such Plan Year,  as adjusted thereafter
for Investment Return, of a lump sum payment payable on the first
day of the fifth Plan Year following such Plan Year.

<PAGE> 7

     7.5  Subsequent   Distribution   Preference   Election.    A
Participant  may   change  any  existing  Distribution Preference
Election (whether  it  was made by the Participant or deemed made
by  the   Participant)   by  filing  a  subsequent   Distribution
Preference Election with the  Committee;  provided,  however,   a
subsequent Distribution Preference Election will not be effective
unless it satisfies all of the following requirements:

          (a)  A subsequent  Distribution Preference Election may
     not take  effect until at least twelve months after the date
     on which it is filed by the Participant.

          (b)  A subsequent Distribution Preference Election  may
     not be  filed  less  than  twelve  (12)  months prior to the
     designated distribution date under the existing Distribution
     Preference Election.

          (c)  The  payment  that  is  subject  to the subsequent
     Distribution  Preference  Election  may  not be made earlier
     than five (5) years after  the  designated distribution date
     under the existing Distribution Preference Election.

     A  Participant may make one or more subsequent  Distribution
Preference Elections without regard to the preceding requirements
of  this  Section  7.5 provided any such subsequent  Distribution
Preference  Election  is  made on or before  December  31,  2006.
Notwithstanding the preceding sentence, a subsequent Distribution
Preference  Election made in 2006 shall not apply to  any  amount
otherwise  to  be  distributed in 2006, and shall  not  cause  an
amount  to  be  distributed  in  2006  that  would  otherwise  be
distributed in a later year.

     7.6  Mandatory Distribution Upon Separation from Service. In
the event of a Participant's Separation from Service, then unless
the  Participant's  Account  is  to  be distributed earlier under
another  provision of this Article VII, the Participant's Account
will  be  distributed  by the  Employer to the Participant  in  a
lump  sum  payment as soon as administratively feasible after the
date  that  is six months after the Participant's Separation from
Service.

     7.7  Mandatory  Distribution Upon Change in Control.  In the
event  of  a  Change  in  Control,  then unless the Participant's
Account is to  be  distributed earlier under another provision of
this Article  VII,  the Participant's Account will be distributed
by the  Employer to the Participant in a lump sum payment as soon
as  administratively  feasible  following  the occurrence of such
Change of Control.

     7.8  Mandatory Distribution Upon Disability. In the event of
the  Disability of the Participant, then unless the Participant's
Account  is  to be distributed earlier under another provision of
this Article  VII,  the Participant's Account will be distributed
by the Employer to  the Participant in a lump sum payment as soon
as administratively  feasible following the determination of such
Disability.

     7.9  Mandatory Distribution Upon Death.  In the event of the
death  of the Participant, then the Participant's Account will be
distributed by the Employer to the Participant's Beneficiary in a
lump sum  payment  as soon as administratively feasible following
the Participant's death.

<PAGE> 8

     7.10 Distribution   Upon  Unforeseeable  Emergency.  If  the
Committee  determines  that  a  Participant  has an Unforeseeable
Emergency,  then  upon the written request of the Participant the
Committee  may  direct  the  Employer   to   distribute   to  the
Participant an  amount that shall not exceed the amount necessary
to satisfy such  emergency  need  plus  amounts  necessary to pay
taxes reasonably anticipated  as  a  result  of the distribution,
after taking into account  the extent to which the such emergency
is or may be  relieved  through  reimbursement or compensation by
insurance or  otherwise,  or by  liquidation of the Participant's
assets, to the  extent  the  liquidation of such assets would not
itself cause severe financial hardship.

     7.11 Adjustments  to  Accounts.  At any time a Participant's
entire  Account is to be distributed hereunder, the Participant's
Account shall be adjusted, as provided in Section 6.1 and Section
6.2,  prior  to  the  date  of  distribution  and  as  near    as
administratively feasible to the date of distribution.

                          ARTICLE VIII
                    AMENDMENT OR TERMINATION

     The  Board may, in its sole discretion, at any time and from
time  to  time, amend, in whole or in part, any of the provisions
of the Plan or may terminate it as a whole or with respect to any
Participant  or  group  of Participants;  provided,  however,  no
amendment or termination shall accelerate or postpone the time of
any distributions hereunder.

                           ARTICLE IX
                         ADMINISTRATION

     9.1   Committee.  The Board will appoint,  or  delegate  the
appointment  of,  a  Committee  to  administer  the  Plan.    The
Committee  will act by a majority of its members  except  to  the
extent   it   has  delegated  responsibilities  hereunder.    The
Committee  will have the following powers, rights and  duties  in
addition to those granted to 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.

     (c)  To  construe  and interpret the Plan in the Committee'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 Committee may decide.

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

<PAGE> 9

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

     9.3  Information to be Furnished. The Employer shall furnish
the  Committee  or its delegates such data and information as may
be  required.  The records  of the Employer as to a Participant's
Separation from Service,  Compensation,  Beneficiary  designation
and elections hereunder will be conclusive on all  persons unless
determined to be incorrect.

     9.4  Committee's Decision Final.  Any  interpretation of the
Plan  and any decision on any matter within the discretion of the
Committee  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 Committee shall  make  such  adjustment on
account thereof as it considers equitable and practicable.

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

     9.6  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.

     9.7  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.

     9.8  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 X
                        CLAIMS PROCEDURE

     10.1  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.

     10.2 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:

<PAGE> 10

     (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.

     10.3 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.

     10.4 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 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 Terms.  Where  the context permits, words in the plural
shall  include  the  singular,  and  words  in the singular shall
include the plural.

     11.4 Governing Law.  Except   to  the extent governed by the
Employee Retirement Income Security  Act of 1974, as amended, the
provisions  of  this Plan  shall be   construed  and  interpreted
according to the laws of the state of Kansas.

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

<PAGE> 11

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.

     11.6 Tax Obligations.   The Employer will withhold from that
portion  of  the  Participant's  Compensation  that  is not being
deferred,   in   a   manner   determined   by  the  Employer, the
Participant's   share  of  FICA   and  other  employment taxes on
Deferrals and Company Contributions.  The  Employer will withhold
from  any  payments  made  to  a  Participant  under the Plan all
federal, state and  local  income,  employment and   other  taxes
required to be withheld  by  the Employer in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer.

<PAGE> 11

     11.7 Not a Contract of Employment.  The terms and conditions
of   this  Plan  shall  not be deemed to constitute a contract of
employment  between  any  Employer  and  any  Participant  or any
Eligible Employee.  Such employment is hereby acknowledged  to be
an "at will" employment relationship that can  be  terminated  at
any time for any reason, or no reason, with or without cause, and
with or without notice, unless otherwise expressly  provided in a
written employment agreement.  Nothing   in  this  Plan  shall be
deemed to give a Participant the right  to  be  retained in   the
service of any Employer or to interfere  with  the  right  of  an
Employer to discipline or discharge the Participant at any  time.

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

     11.9 Successors.  The provisions of this Plan shall bind the
Company, the Employer and their 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  or the Employer, 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   any
Related 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 any Related Company's
assets shall be, and remain, the general,   unpledged,  assets of
the Related Company. The  Employer's  obligation  under the  Plan
shall be merely that of an  unfunded and unsecured promise of the
Employer to pay money in the  future.  No Employer shall have any
obligation under this Plan with respect to individuals other than
that Employer'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.

<PAGE> 12

     The  Company hereby agrees to the provisions of  this  Plan,
and,  in  witness thereof, the Company causes this  Plan  to  be,
executed on this 29th day of December, 2005.



                                        SEABOARD CORPORATION



                                        By: /s/ Robert L. Steer

<PAGE> 13