PROMISSORY NOTE

                                                  Merriam, Kansas

                                                 January 25, 2002


      FOR  VALUE RECEIVED, Seaboard Flour Corporation, a Delaware
corporation (the "Maker"), hereby promises to pay to the order of
Seaboard  Corporation, a Delaware corporation (together with  its
successors  and assigns, the "Holder"), $9,103,518.29,  plus  any
accrued  interest  added to the principal balance  as  set  forth
below,  on demand, together with interest on the unpaid principal
balance  hereof  at  a rate of interest per annum  equal  to  the
greater  of  the  Prime Rate (defined below) or 7.88%.   Interest
shall  be  paid  on  the  first day  of  each  calendar  quarter,
commencing on April 1, 2002 and at maturity.  Notwithstanding the
foregoing,  in the event interest is not paid as specified,  then
such  interest shall be added to the principal on the  date  such
interest  was  otherwise due, and Maker shall not be  in  default
hereunder.  Interest shall be computed on the basis of a  360-day
year.  If any installment of this Promissory Note becomes due and
payable on a Saturday, Sunday or business holiday in the State of
Kansas,  payment  shall be made on the next  successive  business
day.  "Prime Rate" means the "Prime Rate" as reported by the Wall
Street Journal as the base rate on corporate loans posted  by  at
least 75 percent of the nation's 30 largest banks.  Any change of
the  Prime Rate shall be effective on the first day of  the  next
calendar month following such change.

     Maker and Holder agree that the unpaid principal and accrued
interest  owing  through  and  including  January  24,  2002   is
$9,103,518.29.  Any additional advances and interest thereon  and
repayments  shall  be  set  forth on a schedule  to  be  attached
hereto.

     The Maker reserves the right to prepay all or any portion of
this  Promissory Note at any time and from time to  time  without
premium or penalty of any kind.

      If (i) there should be a default in the payment of interest
or  principal  due hereunder and such default shall continue  for
five (5) days after the mailing of written notice of such default
to the Maker at the Maker's last known address; or (ii) the Maker
or  any other person liable hereon should make an assignment  for
the  benefit  of  creditors;  or (iii)  a  receiver,  trustee  or
liquidator  is  appointed  over  or  execution  levied  upon  any
property of the Maker; or (iv) proceedings are instituted  by  or
against  the  Maker or any other person liable hereon  under  any
bankruptcy, insolvency, reorganization, receivership or other law
relating  to the relief of debtors from time to time  in  effect,
including  without limitation the United States Bankruptcy  Code,
as  amended, and such proceedings continue for longer than ninety
(90)  days; or (v) any debt obligation of the Maker in excess  of
$500,000, whether to Holder or a third party, is accelerated;  or
(vi)  an Event of Default occurs under the Stock Pledge Agreement
by  and  between  Maker  and Holder of  even  date  herewith;  or
(vii)  the Maker liquidates or dissolves, then, and in each  such
event,  the Holder may, at its option, without notice or  demand,
declare the remaining unpaid principal balance of this Promissory
Note and all accrued interest thereon immediately due and payable
in full.

      All  payments  made hereunder shall be made in  immediately
available funds by wire transfer, as follows:

               UMB Bank, n.a.
               Kansas City, Missouri
               Credit:  Seaboard Corporation

or as the Holder may otherwise instruct in writing.  All payments
made  hereunder, whether a scheduled installment,  prepayment  or
payment as a result of acceleration, shall be allocated first  to
accrued  but  unpaid interest, next to installments of  principal
overdue  and currently due, and then to installments of principal
remaining  outstanding hereunder in the inverse  order  of  their
maturity.

      Maker  agrees  to pay all reasonable costs  of  collection,
including  the  payment of reasonable attorneys'  fees,  paid  or
incurred  by  the  Holder in enforcing this  Promissory  Note  on
default or the rights and remedies herein provided.

      The  Maker,  for  itself and for any guarantors,  sureties,
endorsers  and/or  any other person or persons now  or  hereafter
liable   hereon,  if  any,  hereby  waives  demand  of   payment,
presentment  for  payment,  protest,  notice  of  nonpayment   or
dishonor  and  any and all other notices and demands  whatsoever,
and  any  and  all delays or lack of diligence in the  collection
hereof,  and  expressly  consents  and  agrees  to  any  and  all
extensions  or postponements of the time of payment  hereof  from
time  to  time at or after maturity and any other indulgence  and
waives all notice thereof.

      This Promissory Note shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.

      TO  INDUCE  HOLDER  TO ACCEPT THIS NOTE, MAKER  IRREVOCABLY
AGREES  THAT  ALL ACTIONS OR PROCEEDINGS IN ANY  WAY,  MANNER  OR
RESPECT  ARISING OUT OF OR FROM OR RELATED TO THIS  NOTE  OR  THE
STOCK PLEDGE AGREEMENT SECURING THIS NOTE, SHALL BE LITIGATED  IN
COURTS  HAVING SITUS IN THE COUNTY OF JOHNSON, STATE  OF  KANSAS.
MAKER  HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION  OF  ANY
LOCAL,  STATE OR FEDERAL COURT LOCATED IN JOHNSON COUNTY, KANSAS.
MAKER  HEREBY DESIGNATES AND APPOINTS THE CT CORPORATION  SYSTEM,
OR ANY OTHER PERSON HAVING AND MAINTAINING A PLACE OF BUSINESS IN
KANSAS  WHOM  MAKER  MAY FROM TIME TO TIME  HEREAFTER  DESIGNATE,
HAVING GIVEN HOLDER THIRTY (30) DAYS' WRITTEN NOTICE THEREOF,  AS
MAKER'S  TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED  AGENT  FOR
SERVICE  OF  LEGAL PROCESS.  MAKER AGREES THAT  SERVICE  OF  SUCH
PROCESS  UPON  SUCH PERSON SHALL CONSTITUTE PERSONAL  SERVICE  OF
PROCESS UPON MAKER.  MAKER SHALL CAUSE SUCH PERSON TO CONSENT  TO
THE  APPOINTMENT  HEREUNDER, AND TO  AGREE  THAT  PROMPTLY  AFTER
RECEIPT  OF ANY SUCH PROCESS, SUCH PERSON SHALL FORWARD THE  SAME
BY CERTIFIED OR REGISTERED MAIL, TOGETHER WITH ALL PAPERS AFFIXED
THERETO, TO MAKER.

      MAKER  HEREBY WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR
CHANGE  THE  VENUE OF OR RIGHT TO JURY TRIAL IT MAY HAVE  IN  ANY
LITIGATION BROUGHT WITH RESPECT TO THIS NOTE.

      IN  WITNESS  WHEREOF, the undersigned has duly caused  this
Promissory  Note  to  be  executed and  delivered  at  the  place
specified above and as of the date first written above.

                                   SEABOARD FLOUR CORPORATION



                                   By:
                                   Title: President and Treasurer
                                   Date: