AMENDMENT NO. 1 TO CREDIT AGREEMENT

     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"),
dated  as  of  December 17, 2010 is made by  and  among  SEABOARD
CORPORATION,  a  Delaware  corporation (the  "Company"),  CERTAIN
SUBSIDIARIES  OF THE COMPANY (each a "Designated  Borrower"  and,
together  with  the Company, the "Borrowers"), BANK  OF  AMERICA,
N.A.,   as   administrative  agent   (in   such   capacity,   the
"Administrative  Agent"),  and  each  of  the  Lenders  signatory
hereto.  Capitalized terms used but not otherwise defined  herein
have  the  respective meanings ascribed to  them  in  the  Credit
Agreement as defined below.

                      W I T N E S S E T H:

     WHEREAS,  the  Borrowers, Bank of America, as Administrative
Agent,  Swing  Line Lender and L/C Issuer, and the  Lenders  have
entered  into that certain Amended and Restated Credit  Agreement
dated as of July 10, 2008 (as hereby amended and as from time  to
time hereafter further amended, modified, supplemented, restated,
or  amended  and restated, the "Credit Agreement"),  pursuant  to
which  the  Lenders  have  made  available  to  the  Borrowers  a
revolving   credit  facility,  including  a  letter   of   credit
subfacility and a swing line subfacility; and

     WHEREAS,    the   Borrowers   have   requested   that    the
Administrative  Agent  and  the Required  Lenders  amend  certain
provisions  of  the Credit Agreement as set forth  in  Section  1
below; and

     WHEREAS,  the Administrative Agent and the Lenders signatory
hereto  are  willing to effect such amendments on the  terms  and
conditions as set forth herein;

     NOW,  THEREFORE, in consideration of the foregoing  and  for
other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree  as
follows:

     1.   Amendments to Credit Agreement.  Subject to the terms and
conditions  set  forth  herein, the Credit  Agreement  is  hereby
amended as follows:

          (a)   The  definition  of  "Priority  Indebtedness"  in
     Section  1.02 of the Credit Agreement is amended by deleting
     the  reference  to "Section 7.01(n)" and inserting  "Section
     7.01(p)" in lieu thereof.

          (b)  Section 7.01(o) of the Credit Agreement is deleted
     in  its entirety and the following new Sections 7.01(o)  and
     (p) are inserted in lieu thereof:

               (o)   Liens  on  the barge securing the  financing
          obtained  by  Transcontinental Capital Corp.  (Bermuda)
          Ltd. in connection with the purchase of a 106 MW barge-
          mounted power plant in the Dominican Republic; and

               (p)  Liens not otherwise permitted by this Section
          7.01;   provided,   that  the   aggregate   amount   of
          Indebtedness secured by Liens permitted by this  clause
          (p)  shall  not at any time, when added  to  all  other
          Priority   Indebtedness,  exceed  10%  of  Consolidated
          Tangible Net Worth determined at such time.

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          (c)  Section 7.03(i) of the Credit Agreement is amended
     by deleting "Ingenio v Refineria San Martin del Tabacal" and
     inserting "Transcontinental Capital Corp. (Bermuda) Ltd." in
     lieu thereof.

     2.   Conditions Precedent.  The effectiveness of this
Amendment is subject to the satisfaction of the following
conditions precedent:

          (a)   the Administrative Agent shall have received each
     of  the  following  documents or  instruments  in  form  and
     substance reasonably acceptable to the Administrative Agent:

               (i)   one  or more counterparts of this Amendment,
          duly  executed  by  the Borrowers,  the  Administrative
          Agent and the Required Lenders;

               (ii)  such other documents, instruments, opinions,
          certifications,  undertakings, further  assurances  and
          other   matters  as  the  Administrative  Agent   shall
          reasonably require; and

          (b)   unless  waived by the Administrative  Agent,  all
     fees  and  expenses  of  the Administrative  Agent  and  the
     Lenders  (including  the reasonable  fees  and  expenses  of
     counsel  to the Administrative Agent to the extent  invoiced
     prior  to the date hereof) in connection with this Amendment
     shall  have  been paid in full (without prejudice  to  final
     settling of accounts for such fees and expenses).

     3.   Reaffirmation by each of the Borrowers.  Each of the
Borrowers hereby consents, acknowledges and agrees to the
amendments of the Credit Agreement set forth herein.

     4.   Representations and Warranties.  In order to induce the
Administrative  Agent  and  the  Lenders  to  enter   into   this
Amendment,   the   Borrowers  represent  and   warrant   to   the
Administrative Agent and the Lenders as follows:

          (a)   The  representations and warranties  of  (i)  the
     Borrowers  contained in Article V and (ii) each  Loan  Party
     contained  in  each other Loan Document or in  any  document
     furnished  at  any time under or in connection  herewith  or
     therewith, shall be true and correct on and as of  the  date
     hereof,  except to the extent that such representations  and
     warranties specifically refer to an earlier date,  in  which
     case they shall be true and correct as of such earlier date,
     and   except  that  for  purposes  of  this  Amendment,  the
     representations and warranties contained in subsections  (a)
     and (b) of Section 5.05 shall be deemed to refer to the most
     recent statements furnished pursuant to clauses (a) and (b),
     respectively, of Section 6.01.

          (b)   Since  the  date  of  the most  recent  financial
     reports of the Company delivered pursuant to Section 6.01(a)
     of  the  Credit  Agreement,  there  has  been  no  event  or
     circumstance  that  has  resulted  or  could  reasonably  be
     expected to result in a Material Adverse Effect.

          (c)  No Default or Event of Default has occurred and is
     continuing.

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     5.    Entire Agreement.  This Amendment, together  with  all
the Loan Documents (collectively, the "Relevant Documents"), sets
forth  the  entire  understanding and agreement  of  the  parties
hereto  in  relation to the subject matter hereof and  supersedes
any  prior negotiations and agreements among the parties relative
to such subject matter.  No promise, condition, representation or
warranty,  express or implied, not herein set forth,  shall  bind
any  party  hereto  and not one of them has relied  on  any  such
promise,  condition,  representation or warranty.   Each  of  the
parties  hereto acknowledges that, except as otherwise  expressly
stated  in the Relevant Documents, no representations, warranties
or  commitments, express or implied, have been made by any  party
to  the other.  None of the terms or conditions of this Amendment
may be changed, modified, waived or canceled orally or otherwise,
except  as  permitted  pursuant to Section 10.01  of  the  Credit
Agreement.

     6.    Full Force and Effect of Amendment.  Except as  hereby
specifically  amended,  modified  or  supplemented,  the   Credit
Agreement  and all other Loan Documents are hereby confirmed  and
ratified  in all respects by each party hereto and shall  be  and
remain  in  full  force and effect according to their  respective
terms.

     7.    Counterparts.  This Amendment may be executed  in  any
number of counterparts, each of which shall be deemed an original
as  against any party whose signature appears thereon, and all of
which  shall  together  constitute one and the  same  instrument.
Delivery of an executed counterpart of a signature page  of  this
Amendment by telecopy, facsimile or other electronic transmission
(including  .PDF) shall be effective as delivery  of  a  manually
executed counterpart of this Amendment.

     8.   Governing Law.  This Amendment shall in all respects be
governed  by, and construed in accordance with the  laws  of  the
State of New York.

     9.     Enforceability.   Should  any  one  or  more  of  the
provisions  of  this Amendment be determined  to  be  illegal  or
unenforceable as to one or more of the parties hereto, all  other
provisions nevertheless shall remain effective and binding on the
parties hereto.

     10.    References.   All  references  in  any  of  the  Loan
Documents  to  the  "Credit  Agreement"  shall  mean  the  Credit
Agreement as amended hereby.

     11.   Successors  and  Assigns.   This  Amendment  shall  be
binding  upon  and  inure to the benefit of  the  Borrowers,  the
Administrative  Agent  and  each  of  the  Lenders,   and   their
respective   successors,   assigns  and  legal   representatives;
provided, however, that no Borrower, without the prior consent of
the  Required Lenders, may assign any rights, powers,  duties  or
obligations hereunder.

                    [Signature pages follow.]

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     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
instrument  to  be  made, executed and delivered  by  their  duly
authorized officers as of the day and year first above written.

                              BORROWERS:

                              SEABOARD CORPORATION

                              By:     /s/ Robert L. Steer
                              Name:   Robert L. Steer
                              Title:  Senior Vice President and CFO

                              MERRIAM FINANCIAL SERVICES, LTD.

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

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                              ADMINISTRATIVE AGENT:
                              BANK OF AMERICA, N.A., as
                              Administrative Agent

                              By:     /s/ Joan Mok-Lau
                              Name:   Joan Mok-Lau
                              Title:  Vice President

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                              LENDERS:

                              BANK OF AMERICA, N.A., as a Lender,
                              L/C Issuer and Swing Line Lender

                              By:     /s/ David L. Catherall
                              Name:   David L. Catherall
                              Title:  Senior Vice President

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                              COBANK, ACB

                              By:     /s/ Alan V. Schuler
                              Name:   Alan V. Schuler
                              Title:  Vice President

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                              U.S. AGBANK, FCB, as disclosed
                              agent

                              By:     /s/ Travis W. Ball
                              Name:   Travis W. Ball
                              Title:  Vice President

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                              COOPERATIEVE CENTRALE RAIFFEISEN-
                              BOERENLEENBANK, B.A., "RABOBANK
                              NEDERLAND", NEW YORK BRANCH

                              By:     /s/ Robert M. Mandula
                              Name:   Robert M. Mandula
                              Title:  Managing Director

                              By:     /s/ Izumi Fukushima
                              Name:   Izumi Fukushima
                              Title:  Executive Director

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                              SUNTRUST BANK

                              By:     /s/ M. Gabe Bonfield
                              Name:   M. Gabe Bonfield
                              Title:  Vice President

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                              THE BANK OF NEW YORK MELLON

                              By:     /s/ Donald G. Cassidy, Jr.
                              Name:   Donald G. Cassidy, Jr.
                              Title:  Managing Director

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