Docstoc

Executive Retirement Plan Executive Retirement Plan - SEABOARD CORP /DE/ - 11-5-2004

Document Sample
Executive Retirement Plan Executive Retirement Plan - SEABOARD CORP /DE/ - 11-5-2004 Powered By Docstoc
					Exhibit 10.1 SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN 2004 AMENDMENT AND RESTATEMENT

SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS

ARTICLE I. PURPOSE AND BACKGROUND ARTICLE II. DEFINITIONS 2.1.Accrued Benefit 2.2.Actuarial Equivalent 2.3.Actuarial Value 2.4.Board 2.5.Change of Control 2.6.Committee 2.7.Company 2.8.Covered Compensation 2.9.Disability Retirement Date 2.10. Early Retirement Date 2.11. Earnings 2.12. Eligible Spouse 2.13. Final Average Earnings 2.14. Inactive Participant 2.15. Internal Revenue Code or Code 2.16. Normal Retirement Date 2.17. Participant 2.18. Participation Date 2.19. Pension Plan 2.20. Plan 2.21. Plan Administrator 2.22. Plan Year 2.23. Related Company 2.24. Separation Date 2.25. Year of Service 2.26. Years of Accrual Service ARTICLE III. PARTICIPATION 3.1.Eligibility for Participation 3.2.Cessation of Participation. 3.3.Inactive Participants. 3.4.Participation not Contract of Employment ARTICLE IV. RETIREMENT BENEFITS 4.1.Determination of Accrued Benefit 4.2.Early Retirement Benefit

1 1 1 1 1 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 5 5 5 5 6

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

7 7 7 7 7 10 10 10 11 11 11 11 11 11 12 12 12 12 12 13 13 13 13 13 13 13 13 13 14 14 14 14 14 14 15 15 15 15 15

11.11.Validity 11.12.Waiver of Notice ADDENDUM ADDENDUM ADDENDUM ADDENDUM A B C D PARTICIPANTS PRIOR CASH PAYMENTS PRE-1997 FROZEN BENEFITS PARTICIPANTS WITH INDIVIDUAL SERP AGREEMENTS

15 15 17 18 19 20

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.

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

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.

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.

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 ("PostParticipation Years of Accrual Service") and will be an amount equal to 2.5% of his Final Average Earnings multiplied by his Post-Participation Years of Accrual Service. (c) Pension Plan Offset. The amount of a Participant's Pension Plan Offset is the Actuarial Equivalent of the Participant's accrued benefit as defined in the Pension Plan, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date.

(d) Prior Cash Payment Offset. This offset applies only to those Participants who received one or more cash payments under the provisions of the Plan in effect from January 1, 1994 through January 1, 1997. The amount of the Prior Cash Payment Offset is the Actuarial Equivalent of the benefit satisfied with such cash payments, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who received one or more such cash payments and the benefit satisfied with such cash payment or payments are listed on Addendum B attached hereto. (e) Prior SERP Frozen Benefit Offset. This offset applies only to those Participants who were participants under the Plan as in effect prior to 1997 and have a frozen accrued benefit under the Plan at that time payable as a 10 year certain and continuous annuity. The amount of the Prior SERP Frozen Benefit Offset is the Actuarial Equivalent of such frozen accrued benefit, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who has such a frozen accrued benefit and the amount of such frozen accrued benefit are listed on Addendum C attached hereto. (f) Individual SERP Agreement Offset. This offset applies only to those Participants who have an individual supplemental retirement arrangement with the Company. The amount of the Individual SERP Agreement Offset is the Actuarial Equivalent of the benefit under the individual supplemental retirement arrangement, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who has such an individual retirement arrangement with the Company is listed on Addendum D attached hereto. 4.2. Early Retirement Accrued Benefit. A Participant's Accrued Benefit on or after the Participant's Early Retirement Date (regardless of whether the Participant's Separation from Service occurs before or after the Participant's Early Retirement Date) and prior to the Participant's Normal Retirement Date will be an early retirement Accrued Benefit. The Participant's early retirement Accrued Benefit determined as of a date that is on or after the date the Participant attains age 55 will equal the Participant's Accrued Benefit as determined under Section 4.1, reduced by 4% for each year by which the date of the determination of such Participant's early retirement Accrued Benefit precedes the Participant's Normal Retirement Date. The Participant's early retirement Accrued Benefit determined as of a date that is prior to the date the Participant attains age 55 will equal the actuarial equivalent, as of such determination date, based on the interest and mortality tables then applicable under Section 2.3, of the Participant's early retirement Accrued Benefit at age 55 as determined in accordance with the preceding sentence.

ARTICLE V. PAYMENT OF BENEFITS 5.1. Fully Vested Benefits. A Participant will be fully vested in the Participant's Accrued Benefit upon the first to occur of: (a) The Participant's Normal Retirement Date if the Participant is an employee of the Company or a Related Company on the Participant's Normal Retirement Date; or (b) The Participant's disability if such disability occurs while the Participant is an employee of the Company or a Related Company; or (c) The Participant's death while the Participant is an employee of the Company or a Related Company; or (d) The Participant's completion of five Years of Service; or (e) A Change of Control. 5.2. Forfeitures. If the Participant does not have a vested Accrued Benefit under the provisions of Section 5.1 upon the Participant's Separation Date, then the Participant's Accrued Benefit will be forfeited. 5.3. Commencement of Payment. If the Participant's vested Accrued Benefit is paid in the form of an annuity as hereinafter provided, then payment will commence as soon as practical after the later of the Participant's Separation Date or the date the Participant attains age sixty-two (62); provided, however, if the Participant is eligible for an early retirement benefit as provided in Section 4.2, then payment will commence as soon as practical following the later of the Participant's Separation Date or the date the Participant attains age 55, or at such later date as applicable under Section 5.6. If the Participant's vested Accrued Benefit is paid in the form of a lump sum as hereinafter provided, then payment will be made as soon as practical following the Participant's Separation from Service, or, if applicable, as soon as practical after a Change of Control, or at such later date as applicable under Section 5.6. If the Participant's vested Accrued 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

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

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.

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

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:

(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.

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,

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.

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

Exhibit 10.2 SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN TRUST THIS AGREEMENT made this 5th day of November, 2004, by and between Seaboard Corporation (the "Company") as the settlor, and Robert L. Steer as the trustee (the "Trustee"); WHEREAS, the Company desires to retain certain valued executives in its employment and reward such executives for their contributions to the achievement of Company goals and objectives over a period of years; and WHEREAS, in furtherance of this objective the Company adopted the Seaboard Corporation Executive Retirement Plan (the "Plan") for the benefit of certain executives selected from time to time for participation in the Plan ("Executive" or "Executives"); and WHEREAS, the Company wishes to hereby establish a trust (the "Trust") and to contribute to the Trust assets that will be held therein, subject to the claims of the Company's creditors in the event the Company is "Insolvent," as herein defined, until such time, if any, that amounts are paid to Executives and their beneficiaries under the Plan; and WHEREAS, the Plan is not an employee benefit plan within the meaning of the Employee Retirement Income Security Act of ERISA; and WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in meeting its liabilities under the Plan; and WHEREAS, the Trustee desires to accept the Trust and to act as the Trustee hereunder; NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: Section 1. Establishment of Trust. (a) The Company, in its sole discretion, will transfer to the Trustee cash or other property acceptable to the Trustee which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. (b) The Trust shall be known as the "Seaboard Corporation Executive Retirement Plan Trust." (c) The Trust hereby established shall be irrevocable. (d) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(e) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Executives and their beneficiaries and general creditors of the Company as herein set forth. Executives and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Executives and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is "Insolvent," as defined in Section 3(a). (f) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive or beneficiary shall have any right to compel such additional deposits except to the extent provided by separate written agreement. Section 2. Payments to Executives and Their Beneficiaries. (a) At the time any amount or amounts become payable to an Executive or the Executive's beneficiary (collectively referred to in this Section 2 as the "Payee") under the Plan, the Company shall advise the Trustee in writing of (i) the total amount of such payment to be made to the Payee under the Plan, (ii) the date such payment is to be made to the Payee, and (iii) the amount of such payment that will be paid by the Company. The Trustee will pay to the Payee the amount of any such payment not paid by the Company; provided, however, in no event shall the amount of such payment made by the Trustee to the Payee exceed the Trust's percentage (as determined under Section 2(d)) of the total such payment; and provided, further, that any payment made by the Trustee shall be subject to withholding as provided in the following sentence. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to amounts payable by the Trustee under this Section 2, and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company. (b) The entitlement of a Payee to payments under the Plan shall be determined by the party authorized to make such determination under the provisions of the Plan. (c) If the principal of the Trust, and any earnings thereon, are not sufficient to make any payment otherwise to be made by the Trustee under Section 2(a), then the Company shall pay the balance of each such payment. The Trustee shall notify the Company where principal and earnings are not sufficient.

(d) As of the last day of each year, an actuary selected by the Company shall determine (applying the method described in Section 2(e)) the amount of assets as of such date that would be necessary to fully fund all of the vested accrued benefits under the Plan. The actuary shall advise the Trustee in writing of this dollar amount. The Trustee shall then determine the Trust's percentage for purposes of Section 2(a) by dividing the value of the assets held in the Trust as of such last day of the year by this dollar amount provided by the actuary; provided, however, in no event shall the Trust's percentage exceed 100%. The Trust's percentage determined as of the last day of a year shall apply for purposes of any payments to be made under Section 2(a) by the Trustee to a Payee during the period beginning on the first day of the next year and ending on the last day of such next year. (e) The amount of assets that will fully fund all of the vested accrued benefits under the Plan as of the last day of a year for purposes of determining the Trust's percentage under Section 2(d) shall be the greater of (i) the total amount needed to fully fund the projected benefit obligation for each vested Executive as defined by Statement of Financial Accounting Standards #87 (FAS 87) and based on the actuarial assumptions used by the Seaboard Corporation for purposes of the required disclosures for the Plan under FAS 87 as of such end of year measurement date, or (ii) the total amount that would be needed to pay in a lump sum payment to each vested Executive as of such last day the value of such Executive's accrued benefit calculated applying the same assumptions that would be used for purposes of calculating a lump sum payment under the Plan (whether or not the Executive is then entitled to a lump sum payment under the Plan). Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent. (a) The Trustee shall cease payments under the terms of the Plan if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1(e), the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below. (1) The Board of Directors of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee may engage an advisor to determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payments to Executives or their beneficiaries. (2) Unless the Trustee has actual knowledge of the Company's Insolvency, or

has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency. (3) If at any time the Trustee or its advisor has determined that the Company is Insolvent, the Trustee shall discontinue payments to Executives or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Executives or their beneficiaries to pursue their rights as general creditors of the Company with respect to payments due under the Plan or otherwise. (4) The Trustee shall resume payment under the Plan in accordance with Section 2 only after the Trustee or its advisor has determined that the Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if the Trustee discontinues payments under the Plan from the Trust pursuant to Section 3(b) and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Executives or their beneficiaries under Section 2 for the period of such discontinuance, less the aggregate amount of any payments made to Executives or their beneficiaries by the Company in lieu of the payments provided for under Section 2 during any such period of discontinuance. Section 4. Investment Substitution Rights. The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any assets held by the Trust; provided, however, any assets so substituted must have a readily ascertainable fair market value and may not consist of any type of equity interest in, or any debt issued by, the Company or any affiliate of the Company or any entity related to the Company. This right to substitute assets is exercisable by the Company in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity. Section 5. Disposition of Income. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 6. Accounting by Trustee. The Trustee shall keep separate accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Unless waived by the Company, within 60 days following the close of each calendar year and within 60 days after the removal or resignation of the Trustee, the Trustee shall cause to be delivered to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. Section 7. Responsibility of Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by the Company. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. Section 8. Compensation and Expenses of Trustee. The Company shall pay all administrative and Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust. Section 9. Resignation and Removal of Trustee. (a) The Trustee may resign at any time by written notice to Company, which shall be effective 30 days after receipt of such notice unless the Company and the Trustee agree otherwise. (b) The Trustee may be removed by the Company on 30 days notice or upon shorter notice accepted by the Trustee. (c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall be promptly transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Company extends such time limit. (d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 10 hereof, by the effective date of resignation or removal under paragraph (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 10. Appointment of Successor Trustee. (a) If the Trustee resigns or is removed in accordance with Section 9(a) or Section 9(b), the Company may appoint any individual or bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Section 7(a). The successor Trustee shall not be responsible for, and Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. Section 11. Indemnification of Trustee. If the Trustee is one or more individuals, the Company shall indemnify and hold harmless the Trustee from and against all claims, liabilities, and damages, and all expenses reasonably incurred by the Trustee (including reasonable attorney fees) which arise as a result of the Trustee's action or failure to act hereunder unless such action or failure to act is due to the Trustee's gross negligence or willful misconduct. If the Trustee is a corporate trustee, the Company shall indemnify the Trustee against any and all claims, liabilities, and damages, and all expenses reasonable incurred (including reasonable attorney fees) which arise as a result of the Trustee's action or failure to act hereunder if such action or failure to act is a direct result of a direction or absence of direction by the Company or any other party to the extent such direction or absence of direction is authorized or required hereunder. Section 12. Amendment or Termination. (a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable. (b) The Trust shall not terminate until the date on which Executives and their beneficiaries are no longer entitled to payments pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to the Company.

Section 13. Miscellaneous. (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. (b) Amounts payable to Executives and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. Section 14. Effective Date. The effective date of this Trust Agreement shall be the day and year first above written. IN WITNESS WHEREOF, this Trust Agreement has been duly executed by Company and Trustee the day and year first above written. SEABOARD CORPORATION
By: /s/ H. Harry Bresky H. Harry Bresky, President Company

/s/ Robert L. Steer Robert L. Steer Trustee

Exhibit 31.1 CERTIFICATIONS I, H. H. Bresky, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Seaboard Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November 5, 2004 /s/ H. H. Bresky H. H. Bresky, Chairman of the Board, President and Chief Executive Officer

Exhibit 31.2 CERTIFICATIONS I, Robert L. Steer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Seaboard Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: November 5, 2004 /s/ Robert L. Steer Robert L. Steer, Senior Vice President, Treasurer and Chief Financial Officer

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2004 (the Report) by Seaboard Corporation (the Company), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2004 /s/ H. H. Bresky H. H. Bresky, Chairman of the Board, President and Chief Executive Officer

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2004 (the Report) by Seaboard Corporation (the Company), the undersigned, as the Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2004 /s/ Robert L. Steer Robert L. Steer, Senior Vice President, Treasurer and Chief Financial Officer