SEABOARD CORPORATION
             CASH BALANCE EXECUTIVE RETIREMENT PLAN
                    EFFECTIVE JANUARY 1, 2009




<PAGE>


                      SEABOARD CORPORATION
             CASH BALANCE EXECUTIVE RETIREMENT PLAN
                        TABLE OF CONTENTS





ARTICLE I. HISTORY AND PURPOSE                                1
ARTICLE II. DEFINITIONS                                       1
 2.1.Accrued Benefit                                          1
 2.2.Board                                                    1
 2.3.Change of Control                                        1
 2.4.Code                                                     2
 2.5.Committee                                                2
 2.6.Company                                                  2
 2.7.Disability                                               2
 2.8.Effective Date                                           2
 2.9.Eligible Spouse                                          2
 2.10. Event Payment Date                                     2
 2.11. Inactive Participant                                   3
 2.12. Market Interest Rate                                   3
 2.13. Normal Retirement Date                                 3
 2.14. Participant                                            3
 2.15. Participation Date                                     3
 2.16. Plan                                                   3
 2.17. Plan Administrator                                     3
 2.18. Plan Year or Year                                      3
 2.19. Related Company                                        3
 2.20. Separation Date                                        3
 2.21. Separation from Service                                3
 2.22. SERP Actuarial Value                                   4
 2.23. SERP Plan                                              4
 2.24. Years of Service                                       4
ARTICLE III. PARTICIPATION                                    4
 3.1.Participation Date                                       4
 3.2.Cessation of Participation                               4
 3.3.Inactive Participants                                    4
 3.4.Participation not Contract of Employment                 4
 3.5.SERP Plan                                                5
ARTICLE IV. RETIREMENT BENEFITS                               5
 4.1.Determination of Accrued Benefit                         5
 4.2.Annual Allocation to Cash Balance Account                5
 4.3.Final Cash Balance Account Allocation                    5
 4.4.Interest Allocation to Cash Balance Account              5
 4.5.Tax Distributions                                        6
ARTICLE V. PAYMENT OF BENEFITS                                6
 5.1.Fully Vested Benefits                                    6
 5.2.Forfeitures                                              7

<PAGE>


 5.3.Payment of Lump Sum                                      7
 5.4.Death Benefit                                            7
 5.5.Determination of Beneficiary                             7
ARTICLE VI. FUNDING                                           7
 6.1.Unfunded Plan                                            7
ARTICLE VII. WITHHOLDING OF TAXES                             8
 7.1.Tax Reporting                                            8
 7.2.Tax Withholding                                          8
ARTICLE VIII. PLAN ADMINISTRATOR                              8
 8.1.Membership and Authority                                 8
 8.2.Delegation                                               9
 8.3.Information to be Furnished                              9
 8.4.Plan Administrator's Decision Final                      9
 8.5.Remuneration and Expenses                                9
 8.6.Indemnification of Committee Member                      9
 8.7.Resignation or Removal of Committee Member               9
 8.8.Interested Committee Member                              9
ARTICLE IX. CLAIMS PROCEDURE                                  9
 9.1.Claim                                                    9
 9.2.Denial of Claim                                         10
 9.3.Review of Claim                                         10
 9.4.Final Decision                                          10
ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN             10
 10.1. Board                                                 10
ARTICLE XI. MISCELLANEOUS                                    11
 11.1. Captions                                              11
 11.2. Company Action                                        11
 11.3. Company Records                                       11
 11.4. Evidence                                              11
 11.5. Gender and Number                                     11
 11.6. Governing Law                                         11
 11.7. Non-Assignability                                     11
 11.8. Participant Cooperation                               11
 11.9. Successors                                            11
 11.10.Unsecured General Creditor                            12
 11.11.Validity                                              12
 11.12.Waiver of Notice                                      12

 <PAGE> ii

                      SEABOARD CORPORATION
             CASH BALANCE EXECUTIVE RETIREMENT PLAN


                           ARTICLE I.
                       HISTORY AND PURPOSE

     Seaboard  Corporation  (the  "Company")  adopts  this   Cash
Balance  Executive Retirement Plan (the "Plan") effective  as  of
January  1,  2009.  The Company previously adopted  the  Seaboard
Corporation  409A  Executive Retirement Plan (the  "SERP  Plan"),
amended and restated effective January 1, 2009.  Section 457A  of
the  Internal Revenue Code of 1986, as amended (the  "Code")  was
recently adopted and provides for adverse tax consequences to the
employees   of   certain  foreign  affiliates  of   the   Company
participating in the SERP Plan.  Accordingly, the Participants in
the  SERP Plan listed on the Addendum A attached hereto shall  be
removed  as  Participants  from  the  SERP  Plan,  and  shall  be
Participants  under this Plan.  The purpose of this  Plan  is  to
provide  a  supplemental retirement benefit to  the  Participants
which  is  substantially similar to the benefits that would  have
been provided to said Participants under the SERP Plan.  The Plan
is  intended  to satisfy the requirements of Code  Section  457A.
The  Plan  shall  be  interpreted and administered  in  a  manner
consistent with this intent.

                           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. Board  means  the  Board  of  Directors  of    Seaboard
Corporation.

     2.3. Change   of   Control means  an  event  or  transaction
described  below;  provided,  however,  an  event  or transaction
described below will not  be  a Change of Control for purposes of
a payment event under the  Plan unless  it  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)(2)(A)(v):

     (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  acquisition,  whether  by  reorganization, merger,
          consolidation,  purchase or similar transaction, by any
          person or  entity  or  more than  one person  or entity

<PAGE>

          acting as a group of  more than fifty  percent (50%) of
          the outstanding shares of stock  of  the Company or the
          combined voting power entitled to vote generally in the
          election of directors of the Company or  the  entity in
          which   the   Company   was   reorganized,  merged   or
          consolidated into;

     (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 at any  time when Seaboard Flour,
          LLC owns fifty percent (50%) or more of the Company.

For  purposes of determining whether there has been a  Change  of
Control  under  this  Section 2.3, 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.

     2.4. 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.

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

     2.6. 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.

     2.7. Disability  means  a period in which the Participant is
(a) 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 twelve
(12)  months;  or  (b) 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  twelve  (12)  months,  receiving  income  replacement
benefits for a period of  not less than three (3) months under an
accident and health plan sponsored by the Company.

     2.8. Effective Date  means  the effective date of this Plan,
which is January 1, 2009.

     2.9. 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.

     2.10. Event Payment Date  has the meaning given to such term
in Section 4.3.

<PAGE> 2


     2.11. 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  Seaboard Corporation
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.

     2.12. Market Interest Rate  shall  mean  for  each  Year the
equivalent annual rate of the Moody's AA Long Term Corporate Bond
Yield Index, as of the first day  of such Year in which the index
is  published,  or  such   other rate which is established by the
Committee from time to time.

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

     2.14. 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.

     2.15. Participation   Date   means  the  date  an   employee
becomes   a  Participant,  as  provided  in   Section   3.1.  The
Participation   Date   of   each  Participant  shall be stated on
Addendum A.

     2.16. Plan  means  the  Seaboard  Corporation  Cash  Balance
Executive Retirement Plan as set forth herein and as amended from
time to time.

     2.17. 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.

     2.18. Plan Year or Year means  the  twelve (12) month period
beginning  January  1  and ending December 31.

     2.19. 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  or any corporation
or other entity  with   whom  the  Company   is    considered   a
single   employer   under    Code Section 414(c).

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

     2.21. Separation  from  Service  means   the   Participant's
termination of employment with the Company. Whether a termination
of employment has occurred  shall be determined based on  whether
the facts and circumstances indicate  the Participant and Company
reasonably anticipate that no  further services will be performed
by  the  Participant  for  the Company; provided, however, that a
Participant shall be deemed to have  a  termination of employment
if the level of services he  or she would perform for the Company
after  a  certain   date  permanently  decreases to  no more than
twenty percent (20%) of the average  level  of bona fide services
performed  for   the   Company  (whether   as   an   employee  or
independent contractor) over the immediately preceding thirty-six
(36)  month  period  (or  the   full period   of  services to the

<PAGE> 3

Company if the Participant  has  been  providing  services to the
Company   for   less   than   36  months).   For  this purpose, a
Participant is not treated as having a Separation  from   Service
while he or she is on a military leave, sick leave, or other bona
fide  leave  of  absence, if  the  period of  such leave does not
exceed six (6) months, or if longer, so  long as  the Participant
has a right to reemployment with the Company under an  applicable
statute  or  by  contract.   Where  used   in  this Section 2.21,
the term Company includes any Related Company.

     2.22. SERP  Actuarial  Value  means,  with  respect  to each
Participant, the amount which would have  been such Participant's
Actuarial Value under the SERP Plan if  Participant  had remained
a Participant  in  such  SERP  Plan through  the date as of which
the SERP Actuarial  Value  is  being  determined pursuant to this
Plan.

     2.23. SERP  Plan  means  the   Seaboard   Corporation   409A
Executive  Retirement   Plan,  adopted   by  Seaboard Corporation
effective January 1,  1999, as most recently amended and restated
effective January 1, 2009, and  as hereafter amended from time to
time.

     2.24. Years of Service  at  any  particular  time  means the
Years of Service as defined in the SERP Plan.

                          ARTICLE III.
                          PARTICIPATION

     3.1. Participation Date.  Those  persons  who  are set forth
on Addendum A shall  be Participants in the Plan on the Effective
Date.  An  employee  of  the  Company  or  an  affiliate  of  the
Company  who  is not a Participant on the Effective Date, and who
is determined  by  the  President  of  Seaboard Corporation 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  of  Seaboard Corporation.  Such
employee's Participation Date will  be  the date specified by the
President of Seaboard Corporation.  Commencement of participation
does not guarantee any Participant continued active participation
hereunder.

     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.

<PAGE> 4

     3.5. SERP Plan.  This Plan  is  provided to the Participants
in lieu of any benefit under the SERP  Plan.   On  the  Effective
Date, the Participants shall no longer have any benefit under the
SERP Plan, whether or not accrued or vested, and in consideration
of this Plan,  such benefit  and  Participant's rights under said
SERP Plan shall be terminated and void.

                           ARTICLE IV.
                       RETIREMENT BENEFITS

     4.1. Determination  of  Accrued  Benefit.   A  Participant's
Accrued Benefit is a benefit payable in  the form of a  lump  sum
payment made on  the  date  described in Section 5.3 below, in an
amount equal to the balance in the  Cash Balance  Account  as  of
the Event Payment Date (as defined in Section  4.3  below).   The
Cash  Balance  Account for each Participant shall equal:  (a) the
SERP Lump Sum Actuarial  Value, as shown on  Addendum  B attached
hereto;  plus/minus  (b)  the  cumulative  amount   of all Annual
Cash Balance  Allocations  made  pursuant  to  Section 4.2 below;
plus/minus (c)  the  Final  Cash Balance  Account Allocation made
pursuant to Section 4.3  below; plus (d)  the Interest Allocation
made pursuant to  Section  4.4 below; less (e) the sum of all Tax
Distributions made pursuant to Section 4.5 below.

     4.2. Annual Allocation to Cash Balance Account.
Approximately  thirty  (30) days  prior  to the end of each Year,
the  Company  shall  cause  its actuary  to  calculate  the  SERP
Actuarial  Value as of the end of the Year.  To  the  extent  the
SERP  Actuarial Value is more than the then Cash Balance  Account
(taking  into  account  the  Interest  Allocation  and  the   Tax
Distribution to be made pursuant to Sections 4.4 and  4.5  below)
(the  "Deficiency"),  there shall be added to  the  Cash  Balance
Account  an  amount equal to the Deficiency.  To the  extent  the
SERP  Actuarial Value is less than the then Cash Balance  Account
(taking  into  account  the  Interest  Allocation  and  the   Tax
Distribution, if any, to be made pursuant to Sections 4.4 and 4.5
below)  (the  "Surplus"), there shall be deducted from  the  Cash
Balance Account an amount equal to the Surplus (the amount  added
to  or  deducted from the Cash Balance Account pursuant  to  this
Section  4.2  being hereinafter referred to as the  "Annual  Cash
Balance Allocation").

     4.3. Final  Cash  Balance Account Allocation.    As  soon as
practicable   after   the    earliest    to   occur   of: ( a)  a
Participant's   Separation  of  Service;  (b)   a   Participant's
Disability; (c) a Participant's death; or (d) a Change of Control
(each,  an  "Event Payment Date"), the Company  shall  cause  its
actuary  to  calculate the SERP Actuarial Value as of  the  Event
Payment  Date.   To the extent the SERP Actuarial Value  is  more
than  the  then  Cash Balance Account (taking  into  account  the
Interest  Allocation to be made pursuant to  Section  4.4  below)
(the  "Final  Deficiency"), there shall  be  added  to  the  Cash
Balance Account an amount equal to the Final Deficiency.  To  the
extent  the  SERP  Actuarial Value is less  than  the  then  Cash
Balance  Account (taking into account the Interest Allocation  to
be  made  pursuant  to Section 4.4 below) (the "Final  Surplus"),
there  shall be deducted from the Cash Balance Account an  amount
equal to the Final Surplus (the amount being added to or deducted
from  the Cash Balance Account pursuant to this Section 4.3 being
hereinafter referred to as the "Final Cash Balance Allocation").

     4.4. Interest Allocation to Cash  Balance  Account.   Simple
interest   shall   accrue   on   the   amount of the Cash Balance
Account  at  the  Market Interest Rate.  Such interest  shall  be
allocated to the account as of the end of each Year and as of the
Event  Payment  Date  in connection with the Final  Cash  Balance
Allocation (the "Interest Allocation").


<PAGE> 5

     4.5. Tax Distributions.  Prior  to  the end of each Year, to
the extent  there  is  an amount  includible  in income by reason
of Section  457A  of  the  Code,  the  Company  shall pay to each
Participant before the end of each Year  an  amount  equal to the
product  of:  (a)  the  Tax  Distribution  Percentage (as defined
below); and (b)  the  sum of the  Annual  Cash Balance Allocation
and the Interest  Allocation  for  such  Year included  in income
under Section 457A of the Code,  provided  such  sum is positive,
representing  the  estimated  federal  and    state   taxes   the
Participant  will  incur  as a result  of  said  allocations (the
"Annual Tax Distribution").

          In  connection with any reporting of the SERP Lump  Sum
Actuarial Value as income on the W-2 of a Participant pursuant to
Section  7.1  below, the Company shall pay to such Participant  a
payment of the Tax Distribution Percentage of the amount  of  the
SERP Lump Sum Actuarial Value, representing the estimated federal
and state income taxes the Participant will incur as a result  of
said  reporting  (the "SERP Tax Distribution") (the  sum  of  the
Annual  Tax  Distributions  and the  SERP  Tax  Distribution  are
collectively referred to as the "Tax Distributions").

          Notwithstanding  the  foregoing, no  Tax  Distributions
shall be made unless and until a Participant becomes fully vested
in  the Plan pursuant to Section 5.1 below.  Prior to the end  of
the Year in which a Participant becomes fully vested in the Plan,
the  Company  shall  pay such Participant the  Tax  Distributions
which  Participant would have been paid had the Participant  been
vested.

          For  purposes  of this Agreement, the Tax  Distribution
Percentage for each Participant shall initially be as  set  forth
on  Addendum  B.   The Company may increase or decrease  the  Tax
Distribution Amount for any Year and Participant by a  notice  to
each Participant.

                           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  as  determined  by  the
          Committee  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.


<PAGE> 6

     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. Payment of Lump Sum.  The  Participant's vested Accrued
Benefit  shall  be  paid  in  a  lump  sum  payment  as  soon  as
administratively feasible in  accordance   with   then applicable
provisions   of  the   Code  after: (a)  the   Participant  has a
Separation from Service; (b) there has been a  Change  of Control
which occurs prior to  the  date the Participant has a Separation
from Service; or (c) the Participant incurs  a  Disability  prior
to the date  the  Participant  has  a  Separation  from  Service.
Payment of all or a  portion  of  the  Accrued  Benefit  may   be
delayed by up  to  six  (6)  months  in  accordance with the then
applicable provisions of the Code.

     5.4. Death Benefit.   If  the  Participant dies prior to the
lump  sum  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 5.5 as
soon  as  practical  after the Participant's death in the form of
a lump sum payment.

     5.5. 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 lump sum  payment  of  the  Participant's Accrued Benefit.
A beneficiary designation will be  effective  only  if  filed  in
writing with the Plan  Administrator  while  the   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  an  amount sufficient  (as  determined
by the  Company's  actuary  for  its Pension  Plan)  to  pay  all
vested  Accrued  Benefits  of   the  Participants  as  determined
as of the first day  following  such  Change  of  Control, to the
extent such amounts are  not  payable  within ninety (90) days of
the Change in Control.

<PAGE> 7


                          ARTICLE VII.
                      WITHHOLDING OF TAXES

     7.1. Tax Reporting.  The  W-2  prepared by  the  Company for
Participants for each Year  (and   after  the Event Payment Date)
shall report the Annual  Cash  Balance   Allocation  (Final  Cash
Balance  Allocation)  and  the  Interest  Allocation  pursuant to
Section 4.4 above, provided  the net  amount  of said allocations
is positive, to the extent  such inclusion  in income is required
by Section 457A of the  Code  or otherwise.   Notwithstanding the
foregoing, a  W-2  will  not  be prepared for a Participant until
the Participant is fully  vested in the Plan, and the W-2 for the
Year in which the  Participant  becomes  vested  shall report all
income through the  end  of  the  Year  in which  the Participant
becomes vested.

          In  the  event a Participant's Accrued benefit has  not
been paid to such Participant before December 31, 2017, then  the
W-2  for  such Participant for the year ended December  31,  2017
shall report as income the SERP Lump Sum Actuarial Value, to  the
extent such reporting is required by Section 457A of the Code.

     7.2. 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.

     (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.

<PAGE> 8

     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.

     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.

<PAGE> 9


     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 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 except to  the extent  not allowed under Code Section
457A.  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.

<PAGE> 10

                           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. Non-Assignability. 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
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.

<PAGE> 11

     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 ofthe 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   18th   day of December, 2009.

                                   SEABOARD CORPORATION



                                   By:  /s/ Steven J. Bresky
                                        Steven J. Bresky
                                        President


<PAGE> 12

                             ADDENDA

                               TO
                      SEABOARD CORPORATION
             CASH BALANCE EXECUTIVE RETIREMENT PLAN,
                    EFFECTIVE JANUARY 1, 2009


Following  is  a list of the Addenda to the Seaboard  Corporation
Cash  Balance  Executive Retirement Plan,  Effective  January  1,
2009,  which is filed with the Securities and Exchange Commission
("SEC").  Seaboard Corporation ("Seaboard") undertakes to provide
to the SEC the Addenda, as requested, subject to Seaboard's right
to   request   confidential  treatment  under  the   Freedom   of
Information Act.

Addendum A  --  Participants
Addendum B  --  Lump Sum Actuarial Value (as of January 1, 2009)

<PAGE>