SEABOARD CORP /DE/
SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN, AMENDED AND RESTATED
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN, AMENDED AND RESTATED
<TEXT>

                                                   Exhibit 10.1




                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN
                 2004 AMENDMENT AND RESTATEMENT


<PAGE>





                      SEABOARD CORPORATION
                    EXECUTIVE RETIREMENT PLAN

                        TABLE OF CONTENTS





ARTICLE I. PURPOSE AND BACKGROUND                             1

ARTICLE II. DEFINITIONS                                       1
 2.1.Accrued Benefit                                          1
 2.2.Actuarial Equivalent                                     1
 2.3.Actuarial Value                                          1
 2.4.Board                                                    2
 2.5.Change of Control                                        2
 2.6.Committee                                                2
 2.7.Company                                                  2
 2.8.Covered Compensation                                     2
 2.9.Disability Retirement Date                               2
 2.10. Early Retirement Date                                  2
 2.11. Earnings                                               2
 2.12. Eligible Spouse                                        3
 2.13. Final Average Earnings                                 3
 2.14. Inactive Participant                                   3
 2.15. Internal Revenue Code or Code                          3
 2.16. Normal Retirement Date                                 3
 2.17. Participant                                            3
 2.18. Participation Date                                     3
 2.19. Pension Plan                                           3
 2.20. Plan                                                   4
 2.21. Plan Administrator                                     4
 2.22. Plan Year                                              4
 2.23. Related Company                                        4
 2.24. Separation Date                                        4
 2.25. Year of Service                                        4
 2.26. Years of Accrual Service                               4

ARTICLE III. PARTICIPATION                                    4
 3.1.Eligibility for Participation                            4
 3.2.Cessation of Participation.                              4
 3.3.Inactive Participants.                                   5
 3.4.Participation not Contract of Employment                 5

ARTICLE IV. RETIREMENT BENEFITS                               5
 4.1.Determination of Accrued Benefit                         5
 4.2.Early Retirement Benefit                                 6

<PAGE>

ARTICLE V. PAYMENT OF BENEFITS                                7
 5.1.Fully Vested Benefits                                    7
 5.2.Forfeitures                                              7
 5.3.Commencement of Payment                                  7
 5.4.Method of Payment                                        7
 5.5.Participant Elections of Method of Payment.             10
 5.6.Death Benefit.                                          10
 5.7.Determination of Beneficiary.                           10

ARTICLE VI. FUNDING                                          11
 6.1.Unfunded Plan.                                          11

ARTICLE VII. WITHHOLDING OF TAXES                            11
 7.1.Tax Withholding                                         11

ARTICLE VIII. PLAN ADMINISTRATOR                             11
 8.1.Membership and Authority                                11
 8.2.Delegation                                              12
 8.3.Information to be Furnished                             12
 8.4.Plan Administrator's Decision Final                     12
 8.5.Remuneration and Expenses                               12
 8.6.Indemnification of Committee Member                     12
 8.7.Resignation or Removal of Committee Member              13
 8.8.Interested Committee Member                             13

ARTICLE IX. CLAIMS PROCEDURE                                 13
 9.1.Claim                                                   13
 9.2.Denial of Claim                                         13
 9.3.Review of Claim                                         13
 9.4.Final Decision                                          13

ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN             13
 10.1. Board                                                 13

ARTICLE XI. MISCELLANEOUS                                    14
 11.1. Captions                                              14
 11.2. Company Action                                        14
 11.3. Company Records                                       14
 11.4. Evidence                                              14
 11.5. Gender and Number                                     14
 11.6. Governing Law                                         15
 11.7. Nonassignability                                      15
 11.8. Participant Cooperation                               15
 11.9. Successors                                            15
 11.10.Unsecured General Creditor                            15

<PAGE> ii

 11.11.Validity                                              15
 11.12.Waiver of Notice                                      15

ADDENDUM A - PARTICIPANTS                                    17
ADDENDUM B - PRIOR CASH PAYMENTS                             18
ADDENDUM C - PRE-1997 FROZEN BENEFITS                        19
ADDENDUM D - PARTICIPANTS WITH INDIVIDUAL SERP AGREEMENTS    20

<PAGE> iii


                      SEABOARD CORPORATION

                    EXECUTIVE RETIREMENT PLAN





                           ARTICLE I.
                     PURPOSE AND BACKGROUND

     Seaboard   Corporation  adopted  the  Seaboard   Corporation
Executive Retirement Plan (the "Plan") effective January 1, 1994.
Effective  January 1, 1997, the Plan was restated and amended  in
its entirety.

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

     In  furtherance  of  the purpose of the Plan,  the  Plan  is
hereby again restated and amended in its entirety effective  upon
the  date  of  execution  hereof  (the  "Effective  Date").   The
provisions of this amended and restated Plan shall apply  to  all
Participants  in  the  Plan who separate from  service  with  the
Company  on  or  after  the Effective Date (except  as  otherwise
provided on Addendum A attached hereto).  The benefits under  the
Plan  of  all  Participants who separate from  service  with  the
Company prior to the Effective Date will be determined based upon
the  provisions  of  the  Plan in effect  at  the  time  of  such
Separation from Service (except as otherwise provided on Addendum
A attached hereto).

                           ARTICLE II.
                           DEFINITIONS

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

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

     2.2.  Actuarial Equivalent has the same meaning as such term has
in the Pension Plan.

     2.3.  Actuarial Value means the lump sum equivalent value of a
Participant's  Accrued Benefit payable at his  Normal  Retirement
Date  and  determined by using the interest and mortality  tables
then applicable for purposes of determining Actuarial Value under
the Pension Plan.

<PAGE>

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

     2.5.  Change of Control means an event or transaction which
results in one or more of the following:

     (a)   The acquisition by any person or entity (other than by the
           Company or one of its subsidiaries) 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 liquidation of the Company or the sale of more than
           eighty-five percent (85%) of the assets of the Company to an
           unrelated person or entity;

     (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) of more than 50% of either the membership interests or
           the combined voting power of Seaboard Flour, LLC.
     2.6.  Committee  means the committee, if any,  appointed  to
administer this Plan pursuant to Article VIII.

     2.7.  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.

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

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

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

     2.11. Earnings means the total salary and bonus received by
the Participant from the Company for the Participant's services
during a calendar year subject to the following sentences of this
Section 2.11. Earnings shall not include reimbursements or other
expense allowances, fringe benefits (cash and non-cash), moving
expenses, and welfare benefits.  Earnings also shall not include
any benefits accrued under this Plan.  Earnings shall include the
amount of any elective contributions made by the Participant in
such year pursuant to a plan maintained by the

<PAGE> 2

Company where such amount is not includable in gross income due
to the provisions of Code Sections 125, 401(k) or 132(f).
Earnings shall also include an amount equal to the amount of the
reduction in the Participant's salary and bonus for the Plan Year
made pursuant to the election of the Participant under the Seaboard
Corporation Investment Option Plan established by Seaboard Corporation
and as from time to time amended (the "Option Plan"); however, Earnings
shall not include any amount of taxable income recognized by the
Participant as a result of the exercise of an option granted
under the Option Plan.

     2.12. 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.

     2.13. Final Average Earnings has the same meaning as such
term has in the Pension Plan except that Final Average Earnings
will be determined by using the definition of Earnings set forth
herein.

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

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

     2.16. Internal Revenue Code or 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.

     2.17. Key Participant means a Participant who is a  key
employee of the Company within the meaning of Code Section 416(i)
(but without regard to Code Section 416(i)(5)).

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

     2.19. 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.

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

     2.21. Pension Plan means the Seaboard Corporation Pension
Plan as in effect on the Effective Date and as thereafter amended
from time to time.

<PAGE> 3

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

     2.23. 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.

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

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

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

     2.27. Separation from Service means ceasing to be employed by
the Company or any Related Company for any reason.

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

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

                          ARTICLE III.
                          PARTICIPATION

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

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

<PAGE> 4

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

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

                           ARTICLE IV.
                       RETIREMENT BENEFITS

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

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

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

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

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

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

<PAGE> 5

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

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

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

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

<PAGE> 6

                           ARTICLE V.
                       PAYMENT OF BENEFITS

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

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

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

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

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

     (e)   A Change of Control.

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

     5.3.  Commencement of Payment.  If the Participant's vested
Accrued Benefit is paid in the form of an annuity as hereinafter
provided, then payment will commence as soon as practical after
the later of the Participant's Separation Date or the date the
Participant attains age sixty-two (62); provided, however, if the
Participant is eligible for an early retirement benefit as
provided in Section 4.2, then payment will commence as soon as
practical following the later of the Participant's Separation
Date or the date the Participant attains age 55, or at such later
date as applicable under Section 5.6.  If the Participant's
vested Accrued Benefit is paid in the form of a lump sum as
hereinafter provided, then payment will be made as soon as
practical following the Participant's Separation from Service,
or, if applicable, as soon as practical after a Change of
Control, or at such later date as applicable under Section 5.6.
If the Participant's vested Accrued Benefit is paid in the form
of installments as hereinafter provided, then payment will
commence as soon as practical following the Participant's
Separation from Service, or at such later date as applicable
under Section 5.6.  Notwithstanding the preceding provisions of
this Section 5.3 or any other provisions of the Plan to the
contrary, payment of benefits to a Key Participant will not
commence prior to the earlier of (a) the date which is six (6)
months after the date of  the Key Participant's Separation from
Service, or (b) the death of the Key Participant.

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

     (a)   Lump  Sum Payment: A lump sum payment is a single  cash
           payment in an amount equal to the Actuarial Value of the
           Participant's vested Accrued Benefit determined as of the payment
           date; provided, however, if the Participant is eligible to
           receive an early retirement benefit under Section 4.2, then the
           amount of a single lump sum payment to the Participant will equal
           the present value

<PAGE> 7

           determined as of the payment date of the
           Participant's early retirement benefit under Section 4.2 payable
           in the form of a single life annuity commencing on the payment
           date and determined by using the interest and mortality tables
           then applicable for purposes of determining Actuarial Value.  The
           Participant's vested Accrued Benefit will always be paid in a
           lump sum payment if the dollar amount of the lump sum payment is
           less than or equal to the mandatory lump sum payment dollar
           amount under the Pension Plan at the time of payment.  Subject to
           the Participant's right to elect another method of payment under
           Section 5.5, the Participant's vested Accrued Benefit also will
           be paid in the form of a lump sum payment if the date of the
           Participant's Separation from Service is on or after the later of
           (i) five (5) years after the Effective Date, or (ii) five (5)
           years after the Participant's Participation Date.  Also, if not
           otherwise paid in a lump sum payment under the provisions of the
           preceding sentence, and subject to the Participant's right to
           elect another method of payment under Section 5.5,  the
           Participant's vested Accrued Benefit will be paid in a lump sum
           payment if the Participant is involuntarily terminated, or if the
           Participant's Separation Date is on or after his Normal
           Retirement Date, or if there is a Change of Control whether or
           not the Participant then has a Separation from Service.

     (b)   Installment Payments:  Installment payments are five annual
           payments in a five-consecutive-year period.  The principal amount
           of each payment is equal to one fifth of the amount that would be
           paid to the Participant on the date the installment payments
           commence if instead the payment on that date were a lump sum
           payment as determined under Section 5.4(a).  Each installment
           payment will also include interest on the aggregate amount of the
           unpaid installments determined by applying the Interest Rate.  If
           the Participant is eligible to receive his vested Accrued Benefit
           in the form of a lump sum, and if the dollar amount of the lump
           sum payment determined under Section 5.4(a) is greater than the
           mandatory lump sum payment amount under the Pension Plan at the
           time of payment, then the Participant's benefit payment will be
           made in the form of installment payments if elected by the
           Participant in accordance with the provisions of Section 5.5.

     (c)   Annuity Payment:  An annuity is payment in one of the forms
           described in the subparagraphs under this paragraph (b) that is
           the Actuarial Equivalent of the Participant's vested Accrued
           Benefit.  If the Participant is not eligible to receive his
           vested Accrued Benefit in the form of a lump sum payment under
           the provisions of the preceding paragraph (a), then the
           Participant's vested Accrued Benefit will be paid in the form of
           either the annuity described in subparagraph (i) below, or the
           annuity described in subparagraph (ii) below, whichever
           applicable.  If the Participant is eligible to receive his vested
           Accrued Benefit in the form of a lump sum, and if the dollar
           amount of the lump sum payment determined under Section 5.4(a) is
           greater than the mandatory lump sum payment amount under the
           Pension Plan at the time of payment, then the Participant's
           benefit payment will be made in one of the annuity forms
           described in the following subparagraphs if elected by the
           Participant in accordance with the provisions of Section 5.5;
           provided, however, if the Participant has an Eligible Spouse at
           the time the

<PAGE> 8

           election is made and elects a joint and survivor
           annuity payment, but does not have an Eligible Spouse at the time
           benefit payments commence, then benefit payments will be made in
           the form of a single life annuity.

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

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

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

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

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

<PAGE> 9

     5.5.  Participant Elections of Method of Payment.  A Participant
may  elect  that, if payment of the Participant's vested  Accrued
Benefit is otherwise to be made in the form of a lump sum payment
hereunder,  and if the dollar amount of the lump sum  payment  is
greater  than  the  mandatory lump sum payment amount  under  the
Pension Plan at the time of payment, payment will instead be made
in  the  form  of  a an annuity under Section  5.4(b).   No  such
election  will be valid unless made at least twelve  (12)  months
prior to the date payment would otherwise be made in the form  of
a  lump sum payment.  If a Participant has made an election under
the   preceding  provisions  of  this  Section   5.5   that   the
Participant's vested Accrued Benefit shall be paid in the form of
an  annuity, then the Participant may elect at any time no  later
than  twelve (12) months prior to the date payment of the annuity
is  to commence, that payment will instead be made in the form of
a lump sum payment.

     5.6.  Participant Elections of Commencement of Payment.  If the
Participant's vested Accrued Benefit is to be paid in the form of
an  annuity,  then subject to the last sentence of  this  Section
5.6.  the  Participant may elect the date such  annuity  payments
commence;  provided, however, regardless of any election  by  the
Participant,  annuity payments will commence at  age  62  if  the
Participant is not eligible for an early retirement benefit under
Section 4.2; and provided, further, that in no event will annuity
payments commence later than age 62.  If payment is to be made in
a  lump  sum,  then subject to the last sentence of this  Section
5.6,  the Participant may elect the date payment of the lump  sum
is made.  In no event will any benefit payment be made prior to a
Participant's Separation Date except upon a Change of Control  in
the  case of a Participant who is not a Key Participant, and  any
election  regarding the time of the benefit payment will  not  be
valid  unless  the election is made at least twelve  (12)  months
prior to the date the benefit payment would otherwise be made  or
benefit payments would otherwise commence; provided, however,  if
a  lump sum payment is to be made hereunder to a Participant  who
is  not a Key Participant on account of a Change of Control,  the
Participant  may elect that the provisions hereunder for  payment
of  benefits  upon a Change of Control prior to  a  Participant's
Separation from Service will not apply to the Participant.

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

     5.8.  Determination of Beneficiary.  Each Participant from time to
time may designate any person or persons, trust, estate or
charitable institution (who may be designated

<PAGE> 10

concurrently or contingently) to whom the Participant's vested
Accrued Benefit under the Plan will be paid if the Participant dies
prior to the payment or commencement of payment of the Participant's
Accrued Benefit or if the Participant dies after the commencement of
payment in the form of a single life annuity with a ten (10) year
term certain or in the form of installments and prior to the
completion of such guaranteed payments or installments.  A
beneficiary designation will be effective only if filed in
writing with the Plan Administrator while the 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 in such trust assets of an amount sufficient (as
determined by the actuary of the Pension Plan) to pay all  vested
Accrued  Benefits  of the Participants as determined  as  of  the
first day following such Change of Control.

                          ARTICLE VII.
                      WITHHOLDING OF TAXES

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

                          ARTICLE VIII.
                       PLAN ADMINISTRATOR

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

<PAGE> 11

     (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.

     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.

<PAGE> 12

     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.

     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,

<PAGE> 13

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 and each Participant's Accrued Benefit
will be paid in the form of an immediate lump sum cash payment in
an  amount  determined  in accordance with  Section  5.4(a).   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.

     10.2. Deemed Amendment.  The Secretary of the Treasury has
been  directed by the United States Congress to adopt regulations
for  the interpretation and application of Internal Revenue  Code
Section  409A.  No such regulations have been issued  as  of  the
date  of the adoption of this amended and restated Plan.   It  is
the  Company's  intention to amend the Plan to  comply  with  the
requirements  applicable  to the Plan under  the  Code  and  such
regulations  and  other  guidance as authorized  under  the  last
sentence  of Section 10.1.  Until such time the Plan is  actually
so  amended, the Plan shall be deemed to be amended to the extent
necessary to be in compliance with such requirements and the Plan
shall be interpreted and administered accordingly.

                           ARTICLE XI.
                          MISCELLANEOUS

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

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

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

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

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

<PAGE> 14

     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.

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

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

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

     The  Company hereby agrees to the provisions of  this  Plan,
and, in Witness Thereof, the Company causes this Agreement to be,
executed on this 5th day of November, 2004.

                                        SEABOARD CORPORATION



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

<PAGE> 15



</TEXT>
</DOCUMENT>
