FIRST AMENDMENT TO
         SEABOARD CORPORATION EXECUTIVE RETIREMENT PLAN
             AS AMENDED AND RESTATED JANUARY 1, 1997


        THIS   AMENDMENT,   adopted   this   28th day   of
February, 2001, by Seaboard Corporation,

     WITNESSETH:

       WHEREAS,   Seaboard  Corporation  adopted   the   Seaboard
Corporation  Executive  Retirement Plan, a  nonqualified  pension
benefit  plan  maintained for the benefit of a  select  group  of
management  or  highly  compensated  employees,  which  Plan  was
amended and restated effective January 1, 1997 (the "Plan"); and

     WHEREAS, Seaboard Corporation now desires to amend the Plan;

      NOW,  THEREFORE,  the plan is hereby  amended  to  add  the
following sentence to Section 2.11 of the Plan effective December
1, 2000:

     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 the Company  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.

      IN  WITNESS  WHEREOF, Seaboard Corporation has caused  this
amendment to be executed by its duly authorized officer  and  its
seal    to    be    affixed   hereto   this    28th  day    of
February, 2001.

                              SEABOARD CORPORATION


                              By: /s/ Robert Steer

                              Title: Senior Vice President & CFO
Attest: /s/ David M. Becker

Title:  VP - General Counsel