EX-10.1 2 ex10-1.txt SEABOARD CORPORATION 409A EXECUTIVE RETIREMENT PLAN SEABOARD CORPORATION 409A EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 SEABOARD CORPORATION 409A EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 TABLE OF CONTENTS ARTICLE I. HISTORY AND PURPOSE 4 ARTICLE II. DEFINITIONS 4 2.1. Accrued Benefit 4 2.2. Actuarial Equivalent 4 2.3. Actuarial Value 5 2.4. Board 5 2.5. Change of Control 5 2.6. Code 6 2.7. Committee 6 2.8. Company 6 2.9. Covered Compensation 6 2.10. Early Retirement Date 6 2.11. Earnings 6 2.12. Effective Date 7 2.13. Executive Deferred Compensation Plan 7 2.14. Eligible Spouse 7 2.15. Final Average Earnings 7 2.16. Inactive Participant 7 2.17. Interest Rate 7 2.18. Investment Option Plan 7 2.19. Nonqualified Deferred Compensation Plan 8 2.20. Normal Retirement Date 8 2.21. Participant 8 2.22. Participation Date 8 2.23. Pension Plan 8 2.24. Plan 8 2.25. Plan Administrator 8 2.26. Plan Year or Year 8 2.27. Related Company 8 2.28. Separation Date 8 2.29. Separation from Service 8 2.30. Years of Service 9 2.31. Years of Accrual Service 9 ARTICLE III. PARTICIPATION 9 3.1. Participation Date 9 3.2. Cessation of Participation 9 3.3. Inactive Participants 9 3.4. Participation not Contract of Employment 9 ARTICLE IV. RETIREMENT BENEFITS 10 4.1. Determination of Accrued Benefit 10 4.2. Early Retirement Accrued Benefit 10 ARTICLE V. PAYMENT OF BENEFITS 11 5.1. Fully Vested Benefits 11 5.2. Forfeitures 11 5.3. Commencement of Payment 11 5.4. Method of Payment 12 5.5. Participant Elections of Method of Payment 13 5.6. Death Benefit 13 5.7. Determination of Beneficiary 14 ARTICLE VI. FUNDING 14 6.1. Unfunded Plan 14 ARTICLE VII. WITHHOLDING OF TAXES 14 7.1. Tax Withholding 14 ARTICLE VIII. PLAN ADMINISTRATOR 14 8.1. Membership and Authority 14 8.2. Delegation 15 8.3. Information to be Furnished 15 8.4. Plan Administrator's Decision Final 15 8.5. Remuneration and Expenses 15 8.6. Indemnification of Committee Member 15 8.7. Resignation or Removal of Committee Member 16 8.8. Interested Committee Member 16 ARTICLE IX. CLAIMS PROCEDURE 16 9.1. Claim 16 9.2. Denial of Claim 16 9.3. Review of Claim 16 9.4. Final Decision 16 ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN 17 10.1. Board 17 ARTICLE XI. MISCELLANEOUS 17 11.1. Captions 17 11.2. Company Action 17 11.3. Company Records 17 11.4. Evidence 17 11.5. Gender and Number 17 11.6. Governing Law 17 ii 11.7. Nonassignability 18 11.8. Participant Cooperation 18 11.9. Successors 18 11.10. Unsecured General Creditor 18 11.11. Validity 18 11.12. Waiver of Notice 18 iii SEABOARD CORPORATION 409A EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 ARTICLE I. HISTORY AND PURPOSE Seaboard Corporation (the "Company") adopted the Seaboard Corporation Executive Retirement Plan (the "Plan") originally effective January 1, 1994. The Plan was amended and restated in its entirety effective January 1, 1997 (the "1997 Plan"). The 1997 Plan continues to apply to certain employees and former employees of the Company, all of whose benefits under the 1997 Plan were frozen prior to January 1, 2005, and are governed by the 1997 Plan, which, as it applies to these participants, has not been materially modified after October 3, 2004. The Plan was amended and restated in its entirety effective November 5, 2004, applicable to certain participants as provided therein, and was again amended and restated in its entirety effective January 1, 2005 for the primary purpose of complying with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code:). The Plan is now further amended and restated as provided herein effective January 1, 2009 for the purpose of simplifying administration of the Plan and for the purpose of complying with final Treasury regulations issued under Code Section 409A. The Participants in the Plan as of January 1, 2009 are listed on Addendum A attached hereto. Addendum A will be revised by the Company from time to time as appropriate. 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 amended, and the Plan is intended to satisfy the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner consistent with this intent. ARTICLE II. DEFINITIONS For the purpose of this Plan, the following words and phrases shall have the meaning indicated, unless the context clearly indicates otherwise: 2.1. Accrued Benefit means a Participant's benefit determined as of a particular time under the provisions of this Plan. 2.2. Actuarial Equivalent means a form of benefit differing in time, period or manner of payment from a specified payment form, but having equivalent value when computed using an interest rate of 8% per year compounded annually and the 1983 Group Annuity Mortality Table. It is the intent that at all times reasonable actuarial assumptions be used to determine an actuarial 4 equivalent form of benefit hereunder. Accordingly, the Committee is authorized to amend the Plan to change the actuarial assumptions under this Section 2.2 at any time deemed advisable by the Committee based upon the advice of the actuary providing actuarial services to the Plan. At any given time the same actuarial assumptions must be used for purposes of valuing each annuity option, and any change in actuarial assumptions must apply to all annuity options simultaneously. 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 (a) the annual interest rate on 30- year Treasury securities as specified by the Commissioner for the month of November preceding the Plan Year in which payment to the Participant is made, and (b) the applicable mortality table used for purposes of satisfying the requirements of Code Section 417(e). 2.4. Board means the Board of Directors of Seaboard Corporation. 2.5. Change of Control means an event or transaction described below; provided, however, an event or transaction described below will not be a Change of Control for purposes of a payment event under the Plan unless it constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v): (a) The acquisition by any unrelated person or entity of more than fifty percent (50%) of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; (b) The sale to an unrelated person or entity of Company assets that have a total gross fair market value of more than eighty-five percent (85%) of the total gross fair market value of all of the assets of the Company immediately prior to such sale; (c) The acquisition, whether by reorganization, merger, consolidation, purchase or similar transaction, by any person or entity or more than one person or entity acting as a group of more than 50% of the combined voting power entitled to vote generally in the election of directors of the Company or the entity in which the Company was reorganized, merged or consolidated into; (d) The acquisition by any person or entity (other than by any descendant of Otto Bresky, Senior or any trust established primarily for the benefit of any descendant of Otto Bresky, Senior or any other related person or entity) of more than fifty percent (50%) of either the membership interests or the combined voting power of Seaboard Flour, LLC at any time when Seaboard Flour, LLC owns 50% or more of the Company. For purposes of determining whether there has been a Change of Control under this Section 2.5, the attribution of ownership rules under Code Section 318(a) shall apply. Also for purposes of 5 determining whether there has been a Change of Control, "Company" means only Seaboard Corporation and any successors to the business of Seaboard Corporation. 2.6. 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. 2.7. Committee means the committee, if any, appointed to administer this Plan pursuant to Article VIII. 2.8. 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. 2.9. Covered Compensation shall be determined under the same methodology as set forth for such term under the Pension Plan provisions in effect on the Effective Date. 2.10. Disability means a period in which the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan sponsored by the Company. 2.11. 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. 2.12. Earnings with respect to any particular Year means: (a) the total salary and bonus received by the Participant from the Company for the Participant's services during such Year; (b) 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 in such Year under the provisions of Code Sections 125, 401(k) or 132(f); (c) the amount of the compensation reduction of a Participant effective for such Year under the Investment Option Plan; (d) the amount of the Participant's compensation otherwise payable to the Participant in such Year that is instead deferred and credited to an account for the benefit of the Participant with respect to such Year under the Executive Deferred Compensation Plan; (e) the amount of any Company discretionary contribution attributable to such Year that is credited to an account for the benefit of the Participant under the Executive Deferred Compensation Plan; and (f) the amount credited to an account for the benefit of the Participant pursuant to a deferral election of the Participant applicable for such Year under the Nonqualified Deferred Compensation Plan. Earnings with respect to any particular Year shall not include: (a) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses and welfare benefits, whether or not taxable to the Participant; (b) any benefits of the Participant accrued or paid under this Plan whether before or after the Effective Date; (c) any amount received upon the exercise of an option granted to the Participant under the Investment Option Plan; (d) any 6 amounts credited to an account for the benefit of the Participant, and any amounts paid with respect to any such account, under the Executive Deferred Compensation Plan, except the amounts described in clauses (d) and (e) of the preceding paragraph of this Section 2.12; (e) any amounts credited to an account for the benefit of the Participant, and any amounts paid with respect to any such account, under the Nonqualified Deferred Compensation Plan, except the amount described in clause (f) of the preceding paragraph of this Section 2.12; and (f) any benefits of the Participant accrued or paid under any retirement plan qualified under Code Section 401(a), except any elective contributions described in clause (b) of the preceding paragraph of this Section 2.12. 2.13. Effective Date means the effective date of this Plan, which is January 1, 2009. 2.14. Executive Deferred Compensation Plan means the Seaboard Executive Deferred Compensation Plan, adopted by Seaboard Corporation effective January 1, 1999, as most recently amended and restated effective January 1, 2009, and as hereafter amended from time to time. 2.15. 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. 2.16. Final Average Earnings means a multiple of 12 times the average monthly Earnings received by a Participant for the 60 consecutive months which produce the highest average Earnings during the last 120 whole months for which the Participant received Earnings. For purposes of determining the Participant's Final Average Earnings a Participant's monthly Earnings for a specific month shall be equal to a fraction of the Participant's Earnings for the Plan Year in which such month occurs, the numerator of which fraction is one and the denominator of which fraction is the number of months (and fractions thereof) in the Plan Year for which the Participant received Earnings. If a Participant does not receive Earnings during a minimum of 60 whole months, Final Average Earnings shall be determined based upon the Participant's average monthly earnings for all months. 2.17. 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. 2.18. 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. 2.19. Investment Option Plan means the Seaboard Corporation Investment Option Plan, adopted by Seaboard Corporation effective December 1, 2000, as amended from time to time. The Investment Option Plan is now frozen. 7 2.20. Nonqualified Deferred Compensation Plan means the Seaboard Corporation Nonqualified Deferred Compensation Plan, adopted by Seaboard Corporation effective September 1, 2005, as most recently amended and restated effective January 1, 2009, and as hereafter amended from time to time. 2.21. 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). 2.22. 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. 2.23. Participation Date means the date an employee becomes a Participant as provided in Section 3.1. The Participation Date of each Participant shall be stated on Addendum A. 2.24. Pension Plan means the Seaboard Corporation Pension Plan, a retirement plan qualified under Code Section 401(a) and sponsored by Seaboard Corporation, as amended from time to time. 2.25. Plan means the Seaboard Corporation Executive Retirement Plan as set forth herein and as amended from time to time. 2.26. 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. 2.27. Plan Year or Year means the 12-month period beginning January 1 and ending December 31. 2.28. Related Company means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) that includes the Company or any corporation or other entity with whom the Company is considered a single employer under Code Section 414(c). 2.29. Separation Date means the date the Participant has a Separation from Service. 2.30. Separation from Service means the Participant's termination of employment with the Company. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate the Participant and Company reasonably anticipate that no further services will be performed by the Participant for the Company; provided, however, that a Participant shall be deemed to have a termination of employment if the level of services he or she would perform for the Company after a certain date permanently decreases to no more than twenty percent (20%) of the average level of bona fide services performed for the Company (whether as an employee or independent contractor) over the immediately preceding 36-month period (or the full period of services to the Company if the Participant has been providing services to the Company for less than 36 months). For this purpose, a Participant is not treated as having a Separation from Service while he or she is on a military leave, sick leave, or other bona fide leave of absence, if the period of such leave does 8 not exceed six (6) months, or if longer, so long as the Participant has a right to reemployment with the Company under an applicable statute or by contract. Where used in this Section 2.30, the term Company includes any Related Company. 2.31. Years of Service at any particular time means the years of service the Participant has at that time as determined under the Pension Plan provisions in effect on the Effective Date for vesting purposes. 2.32. Years of Accrual Service at any particular time means Years of Accrual Service at that time as determined under the Pension Plan provisions in effect on the Effective Date, 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 in the 2005 Plan 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 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 of the Company. Such employee's Participation Date will be the date specified by the President of the Company. Commencement of participation does not guarantee any Participant continued active participation hereunder. 3.2. Cessation of Participation. A Participant will cease to be a Participant when he no longer has an Accrued Benefit. 3.3. Inactive Participants. An Inactive Participant will have a frozen Accrued Benefit hereunder. If at any time the frozen Accrued Benefit of an Inactive Participant is zero, then the Inactive Participant will no longer have an Accrued Benefit and will cease to be a Participant. 3.4. Participation not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to continue in the employ of or provide services to the Company, or interfere in any way with the right of the Company to terminate the employment of the Participant or give any right or claim to any benefit under the terms of the Plan unless such right or claim is specifically vested under the terms of the Plan. 9 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"), and (d) (the "Prior Cash Payment Offset"); 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. (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. 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 10 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 as determined by the Committee if such disability occurs while the Participant is an employee of the Company or a Related Company; or (c) The Participant's death while the Participant is an employee of the Company or a Related Company; or (d) The Participant's completion of five Years of Service; or (e) A Change of Control. 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 in the seventh month following the month in which the Participant has a Separation from Service, or in the month of the Participant's attainment of age 62 if later. If the Participant's vested Accrued Benefit is paid in the form of a lump sum as hereinafter provided, then payment will be made in the seventh month following the month in which the Participant has a Separation from Service (or during the 90-day period following the effective date of this amended and restated Plan if later). The following provisions of this Section 5.3 will apply notwithstanding the preceding provisions of this Section 5.3. If a Change of Control occurs prior to the date the Participant has a Separation from Service, then the Participant's vested Accrued Benefit will be paid to the Participant in a lump sum payment within 90 days following the Change of Control. If the 11 Participant incurs a Disability prior to the date the Participant has a Separation from Service, then the Participant's vested Accrued Benefit will be paid to the Participant in a lump sum within 90 days following the determination of such Disability. 5.4. Method of Payment. The Participant's vested Accrued Benefit will be paid in one of the following methods elected by the Participant in accordance with Section 5.5: (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. Notwithstanding any contrary election made by a Participant, the Participant's vested Accrued Benefit will always be paid in a lump sum payment if as of the commencement date determined under Section 5.3 the dollar amount of the lump sum payment is less than or equal to the sum of $50,000. (b) 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 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 unless the Participant elects a single life annuity with a ten (10) year term certain in accordance with the provisions of Section 5.5. (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. (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. (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 12 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 method of payment election must be made in accordance with subparagraphs (a) and (b) of this Section 5.5. A method of payment election must be made on a form provided by the Committee and will not be validly made until delivered to the Committee. (a) Initial Elections: An Employee who is a Participant in the Plan on December 31, 2008, must make the initial method of payment election on or before December 31, 2008. An Employee who becomes a Participant after December 31, 2008, must make the method of payment election on or before the Employee's Participation Date. Any Participant who does not elect a method of payment is deemed to have elected a lump sum payment. (b) Subsequent Elections: Except as hereafter provided in this subparagraph (b), a Participant's method of payment election is irrevocable. If a Participant has elected in accordance with the provisions of the preceding subparagraph (a) of this Section 5.5 that the method of payment of the Participant's vested Accrued Benefit will be an annuity, then at any time prior to the time the first annuity payment to the Participant is made, the Participant may elect to change the form of annuity to another form of annuity provided under the provisions of subparagraph (b) of Section 5.4. Such election shall be made by an instrument in writing signed by the Participant and delivered to the Committee 5.6. 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 5.7 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, then the remaining guaranteed payments will be paid to the Participant's beneficiary as determined under Section 5.7; 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 13 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. 5.7. 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 and prior to the completion of such guaranteed payments. A beneficiary designation will be effective only if filed in writing with the Plan Administrator while the Participant is alive. The Participant's beneficiary will be the beneficiary designated on the last such written designation filed by the Participant prior to the Participant's death. If a Participant fails to validly designate a beneficiary, then the Participant's beneficiary will be the Participant's Eligible Spouse, but if the Participant is not survived by an Eligible Spouse then the Participant's beneficiary will be the personal representative of the Participant's estate; provided, however, if the Participant does not otherwise have a probate estate, the Plan Administrator may pay the Participant's vested Accrued Benefit to such person or persons whom the Plan Administrator determines, in the Plan Administrator's sole and absolute discretion, would be the beneficiaries in a probate proceeding, and the Plan Administrator shall have no liability to any person for any such determination. ARTICLE VI. FUNDING 6.1. Unfunded Plan. This Plan is an unfunded plan for income tax purposes and for purposes of Title I of ERISA. The Company may from time to time deposit assets in a trust established by the Company that is subject to the creditors of the Company but which assets must otherwise be used for the purpose of paying Accrued Benefits hereunder. In the event of a Change of Control, the Company will, as soon as practical following such Change of Control, deposit or cause to be deposited in such trust 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 14 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 15 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. 16 ARTICLE X. AMENDMENTS OR TERMINATION OF THE PLAN 10.1. Board. The Board may, at any time or times, amend the Plan, pursuant to written resolution adopted by the Board; provided, however, no amendment shall be effective to decrease the amount of any Participant's Accrued Benefit which, at the time of the amendment, was fully vested hereunder, unless the Participant agrees to such amendment, and no amendment may relieve the Company of its obligation under Article VI unless all of the Participants agree to such amendment. The Board may, at any time, terminate the Plan by written resolution adopted by the Board. In the event the Board terminates the Plan, all Participants who are employees of the Company or a Related Company at the time of such termination, will become fully vested in their Accrued Benefits. Any payment hereunder will be made as provided herein regardless of the Plan termination except to the extent allowed under Code Section 409A. 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, and the Committee is authorized to amend the Plan as provided in Section 2.2. 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. 17 11.7. Nonassignability. 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 22nd day of December, 2008. SEABOARD CORPORATION By: /s/ Steve J. Bresky Steven J. Bresky, President 18 ADDENDA TO SEABOARD CORPORATION 409A EXECUTIVE RETIREMENT PLAN, AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 Following is a list of the Addenda to the Seaboard Corporation 409A Executive Retirement Plan, Amended and Restated, Effective January 1, 2009, which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Addenda, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act. Addendum A -- Participants Addendum B -- Prior Cash Payments 19