10-K

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K
(Mark One)
[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 2010

                               OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to ________________

                 Commission file number: 1-3390

                       SEABOARD CORPORATION
     (Exact name of registrant as specified in its charter)

                    Delaware                          04-2260388
       (State or other jurisdiction of    (I.R.S. Employer Identification No.)
        incorporation or organization)

               9000 W. 67th Street, Shawnee Mission, Kansas   66202
                 (Address of principal executive offices)   (Zip Code)

                         (913) 676-8800
      (Registrant's telephone number, including area code)

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

          Title of each class         Name of each exchange on which registered
      Common Stock $1.00 Par Value               NYSE Amex Equities

   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                               None
                        (Title of class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [   ]
No [ X ]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [   ]  No
[ X ]

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes [ X ]  No [   ]

Indicate  by  check  mark  whether the registrant  has  submitted
electronically  and posted on its corporate  Web  site,  if  any,
every  Interactive Data File required to be submitted and  posted
pursuant  to Rule 405 of Regulation S-T (232.405 of this chapter)
during  the preceding 12 months (or for such shorter period  that
the  registrant was required to submit and post such files).
Yes [   ]  No [   ]

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  [ X ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company.  See the definitions of "larger
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]         Accelerated filer [ X ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)
                                      Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [   ]  No [X ]

The  aggregate  market value of the 323,395  shares  of  Seaboard
common    stock   held   by   nonaffiliates   was   approximately
$454,693,370, based on the closing price of $1,406.00  per  share
on July 2, 2010, the end of Seaboard's second fiscal quarter.  As
of  February  4,  2011,  the number of  shares  of  common  stock
outstanding was 1,215,879.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference
into   the   indicated  parts  of  this  report:   (1)   Seaboard
Corporation's  Annual  Report to Stockholders  furnished  to  the
Commission  pursuant to Rule 14a-3(b) - Parts I and II;  and  (2)
Seaboard  Corporation's definitive proxy statement filed pursuant
to  Regulation 14A for the 2011 annual meeting of stockholders  -
Part III.



Forward-Looking Statements

This  report,  including information included or incorporated  by
reference   in  this  report,  contains  certain  forward-looking
statements  with respect to the financial condition,  results  of
operations, plans, objectives, future performance and business of
Seaboard  Corporation and its subsidiaries (Seaboard).   Forward-
looking statements generally may be identified as:

-   statements that are not historical in nature; and

-   statements  preceded  by, followed by  or  that  include  the
     words   "believes,"  "expects,"  "may,"  "will,"   "should,"
     "could,"  "anticipates," "estimates," "intends"  or  similar
     expressions.

In  more  specific  terms,  forward-looking  statements  include,
without limitation:

-   statements  concerning the projection of revenues, income  or
    loss,  capital  expenditures,  capital  structure  or  other
    financial items;

-   statements  regarding the plans and objectives of  management
    for future operations;

-   statements of future economic performance;

-   statements   regarding   the  intent,   belief   or   current
    expectations of Seaboard and its management with respect to:

    (i)    Seaboard's  ability to obtain adequate  financing  and
           liquidity;

    (ii)   the price of feed stocks and other materials  used  by
           Seaboard;

    (iii)  the sale price or market conditions for pork,  grains,
           sugar, turkey and other products and services;

    (iv)   statements  concerning  management's  expectations  of
           recorded tax effects under certain circumstances;

    (v)    the   volume   of   business   and   working   capital
           requirements  associated  with the competitive trading
           environment for  the  Commodity  Trading  and  Milling
           division;

    (vi)   the charter hire rates and fuel prices for vessels;

    (vii)  the  stability  of  the  Dominican Republic's economy,
           fuel  cost  and  related   spot   market   prices  and
           collections  of receivables in the Dominican Republic;

    (viii) the   ability   of  Seaboard  to  sell  certain  grain
           inventories in foreign countries at current cost basis
           and the related contract performance by customers;

    (ix)   the  effect  of  the  fluctuation  in foreign currency
           exchange rates;

    (x)    statements concerning profitability or sales volume of
           any of Seaboard's divisions;

    (xi)   the anticipated  costs  and completion  timetable  for
           Seaboard's     scheduled     capital     improvements,
           acquisitions and dispositions; and

    (xii)  other trends  affecting Seaboard's financial condition
           or  results  of  operations,  and  statements  of  the
           assumptions  underlying  or  relating  to  any  of the
           foregoing statements.

This   list  of  forward-looking  statements  is  not  exclusive.
Seaboard  undertakes no obligation to publicly update  or  revise
any  forward-looking  statement,  whether  as  a  result  of  new
information, future events, changes in assumptions or  otherwise.
Forward-looking   statements  are  not   guarantees   of   future
performance  or  results.  They involve risks, uncertainties  and
assumptions.   Actual  results may differ materially  from  those
contemplated by the forward-looking statements due to  a  variety
of  factors.  The information contained in this Form 10-K and  in
other  filings  Seaboard  makes with  the  Commission,  including
without  limitation,  the information under  the  headings  "Risk
Factors"  and  "Management's Discussion and Analysis of Financial
Condition   and  Results  of  Operations"  in  this  Form   10-K,
identifies important factors which could cause such differences.

 2

                              PART I

Item 1.  Business

(a)  General Development of Business

Seaboard  Corporation, a Delaware corporation, and its subsidiaries
(Seaboard),   is  a  diversified  international  agribusiness   and
transportation  company.   In  the  United  States,   Seaboard   is
primarily  engaged  in  pork production and  processing  and  ocean
transportation.   Overseas,  Seaboard  is  primarily   engaged   in
commodity  merchandising, grain processing, sugar  production,  and
electric power generation.  Seaboard also has an interest in turkey
operations in the United States.  See Item 1(c) (1) (ii) "Status of
Product  or  Segment"  below  for  a  discussion  of  acquisitions,
dispositions and other developments in specific divisions.

Seaboard  Flour  LLC  and  SFC  Preferred  LLC,  Delaware   limited
liability companies, collectively own approximately 73.5 percent of
the  outstanding common stock of Seaboard.  Mr. Steven  J.  Bresky,
President  and  Chief  Executive Officer  of  Seaboard,  and  other
members  of the Bresky family, including trusts created  for  their
benefit,  own the equity interests of Seaboard Flour  LLC  and  SFC
Preferred LLC.

(b)  Financial Information about Industry Segments

The financial information relating to Industry Segments required by
Item 1 of Form 10-K is incorporated herein by reference to Note  13
of  the  Consolidated Financial Statements appearing  on  pages  55
through   59   of  the  Seaboard  Corporation  Annual   Report   to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this Report.

(c)  Narrative Description of Business

  (1)  Business Done and Intended to be Done by the Registrant

     (i)  Principal Products and Services

     Pork  Division  -  Seaboard, through its  subsidiary  Seaboard
     Foods  LLC,  engages in the businesses of hog  production  and
     pork   processing  in  the  United  States.    Through   these
     operations, Seaboard produces and sells fresh and frozen  pork
     products to further processors, foodservice operators, grocery
     stores, distributors and retail outlets throughout the  United
     States.   Internationally, Seaboard sells to these same  types
     of  customers  in  Japan,  Mexico and other  foreign  markets.
     Other  further  processing companies also purchase  Seaboard's
     fresh  and  frozen pork products in bulk and produce products,
     such  as lunchmeat, ham, bacon, and sausage.  Fresh pork, such
     as  loins,  tenderloins and ribs are sold to distributors  and
     grocery  stores.  Seaboard also sells further  processed  pork
     products consisting primarily of raw and pre-cooked bacon from
     its  two bacon further processing plants.  Seaboard sells some
     of  its fresh products under the brand name Prairie Freshr and
     its  bacon  and  other further processed  products  under  the
     Daily'sr  brand  name.   Seaboard's hog  processing  plant  is
     located  in  Guymon, Oklahoma, and operates  at  double  shift
     capacity.   Seaboard's bacon plants are located in  Salt  Lake
     City,  Utah and Missoula, Montana.  Seaboard also earns  fees,
     based primarily on the number of head processed, to market all
     of  the  products produced by Triumph Foods LLC at their  pork
     processing plant located in St. Joseph, Missouri.

     Seaboard's  hog production operations consist of the  breeding
     and  raising  of  approximately  four  million  hogs  annually
     primarily  at  facilities owned by Seaboard or  at  facilities
     owned  and  operated by third parties with whom  Seaboard  has
     grower  contracts.  The hog production operations are  located
     in  the States of Oklahoma, Kansas, Texas and Colorado.  As  a
     part  of  the  hog  production operations,  Seaboard  produces
     specially  formulated  feed for the hogs  at  six  owned  feed
     mills.  The remaining hogs processed are purchased from  third
     party hog producers, primarily pursuant to purchase contracts.

     Seaboard produces biodiesel at a facility in Guymon, Oklahoma.
     The biodiesel is produced from pork fat from Seaboard's Guymon
     pork  processing  plant and from animal fat supplied  by  non-
     Seaboard  facilities.  The biodiesel is sold to third parties.
     The  facility  can also produce biodiesel from vegetable  oil.
     Seaboard  is able to reduce or stop production when  it  isn't
     economically feasible to produce based on input costs  or  the
     price of biodiesel.

     Seaboard   has  a  majority  interest  in  a  ham-boning   and
     processing plant in Mexico.

     Commodity  Trading and Milling Division - Seaboard's Commodity
     Trading  and  Milling  Division markets wheat,  corn,  soybean
     meal,  rice  and other similar commodities in  bulk  to  third
     parties  and affiliated companies.  This division  is  managed
     under  the  name  of  Seaboard  Overseas  and  Trading  Group,
     conducts business primarily through

 3

     its subsidiaries, Seaboard  Overseas  Limited with offices  in
     Bermuda,   Colombia,    Ecuador,   Isle   of  Man  and   South
     Africa, Seaboard Overseas Trading  and   Shipping  (PTY), Ltd.
     located in South Africa, SeaRice Limited   located  in Geneva,
     Switzerland, SeaRice Caribbean located  in   Miami,   Florida,
     and   its   non-consolidated   affiliates, ContiLatin del Peru
     S.A. located in Lima, Peru, and Plum Grove  Pty   Ltd  located
     in  Fremantle,  Australia.   In  addition,     although  to  a
     lesser    degree,    Seaboard     also     markets     various
     specialty grains and other similar commodities to third  party
     customers through its subsidiaries SeaRice Caribbean and Fill-
     more  Seeds,  Inc. located in Fillmore, Canada, and  its  non-
     consolidated  affiliate  PS International  located  in  Chapel
     Hill,  North Carolina, with additional international  offices.
     All of the commodities marketed by this division are purchased
     from  growing  regions  worldwide, with  primary  destinations
     being  Africa, South America, Asia, Europe and the  Caribbean.
     The  division  sources,  transports and markets  approximately
     five  million tons of grains and proteins on an annual  basis.
     Seaboard  integrates the service of delivering commodities  to
     its  customers through the use of chartered bulk  vessels  and
     its eight owned bulk carriers.

     This  division  also  operates milling and related  businesses
     with  32  locations  in  14  countries,  which  are  primarily
     supplied by the trading locations discussed above.  The  grain
     processing  businesses are operated through four  consolidated
     and   fourteen  non-consolidated  affiliates  in  Africa,  the
     Caribbean and South America.  These are flour, feed and  maize
     milling  businesses which produce approximately three  million
     metric  tons  of  finished products per  year.   Most  of  the
     products  produced by the milling operations are sold  in  the
     countries in which the products are produced or into  adjacent
     countries.

     In  addition,  this  division has a 50 percent non-controlling
     interest in a newly combined poultry business in Africa and  a
     50 percent non-controlling interest in a bakery to be built in
     Central  Africa.  The bakery is not anticipated to   be  fully
     operational until the second half of 2011.

     Marine  Division - Seaboard, through its subsidiary,  Seaboard
     Marine  Ltd.,  and  various foreign affiliated  companies  and
     third  party  agents,  provides containerized  cargo  shipping
     service  to  26  countries  between  the  United  States,  the
     Caribbean Basin, and Central and South America.  Seaboard uses
     a  network of offices and agents throughout the United States,
     Canada,  Latin America and the Caribbean Basin  to  book  both
     northbound and southbound cargo to and from the United  States
     and  between the countries it serves.  Through agreements with
     a network of connecting carriers, Seaboard can transport cargo
     to and from numerous U.S. locations by either truck or rail to
     and  from  one of its U.S. port locations, where it is  staged
     for export via vessel or received as import cargo from abroad.

     Seaboard's  primary marine operation is located in  Miami  and
     includes an 81 acre terminal located at the Port of Miami  and
     a   135,000   square   foot  off-dock  warehouse   for   cargo
     consolidation and temporary storage.  Seaboard also operates a
     62  acre  cargo terminal facility at the Port of Houston  that
     includes   approximately  690,000  square  feet   of   on-dock
     warehouse space for temporary storage of bagged grains, resins
     and other cargoes.  Seaboard also makes scheduled vessel calls
     in Brooklyn, New York, Fernandina Beach, Florida, New Orleans,
     Louisiana  and  42  foreign  ports.   At  December  31,  2010,
     Seaboard's  fleet  consisted of 10 owned and approximately  29
     chartered  vessels,  and  dry,  refrigerated  and  specialized
     containers and other related equipment.

     Sugar  Division - Seaboard, through its subsidiary, Ingenio  y
     Refineria  San  Martin  del Tabacal and other  Argentine  non-
     consolidated  affiliates,  grows  sugar  cane,  produces   and
     refines  sugar,  and  produces  alcohol  in  Argentina.   This
     division  also  purchases  sugar in bulk  from  third  parties
     within  Argentina for subsequent resale.  The  sugar  products
     are  mostly  sold  in Argentina, primarily to retailers,  soft
     drink manufacturers, and food manufacturers, with some exports
     to  the  United  States and South America.  Seaboard  grows  a
     large  portion of the sugar cane on more than 60,000 acres  of
     land  it owns in northern Argentina. The cane is processed  at
     an   owned  mill,  with  a  current  processing  capacity   of
     approximately  250,000 metric tons of sugar and  approximately
     14   million  gallons  of  alcohol  per  year  (hydrated   and
     dehydrated).   The  sugar  mill  is  one  of  the  largest  in
     Argentina.  Also, during 2008 this division began construction
     of  a  40 megawatt cogeneration power plant, which is expected
     to be completed during the second quarter of 2011.

     Power   Division   -   Seaboard,   through   its   subsidiary,
     Transcontinental Capital Corp. (Bermuda) Ltd., operates as  an
     independent  power producer in the Dominican  Republic.   This
     operation  is  exempt from U.S. regulation  under  the  Public
     Utility  Holding  Company  Act  of  1938,  as  amended.   This
     division operates two floating barges with a system of  diesel
     engines  capable  of generating a combined rated  capacity  of
     approximately  112 megawatts of electricity.  See  "Status  of
     Product  or Segment" below for discussion of the pending  sale
     of  the  two  barges and the construction

 4

     of  a  new   replacement   power   barge.  Seaboard  generates
     electricity into  the  local Dominican  Republic  power  grid.
     Seaboard  is  not  directly  involved   in   the  transmission
     or  distribution   of the  electricity but does have contracts
     to sell directly to third party users.  The barges are secured
     on the Ozama  River  in Santo Domingo, Dominican Republic.

     Turkey Segment  - Seaboard owns a 50  percent  non-controlling
     voting interest in Butterball, LLC ("Butterball").  The  other
     50  percent  ownership interest is owned by a group consisting
     of  Maxwell  Farms,  LLC,  Goldsboro Milling  Company  and  GM
     Acquisition LLC (collectively, the "Maxwell Group")  based  in
     North   Carolina.   Butterball  is  a  vertically   integrated
     producer,  processor and marketer of branded  and  non-branded
     turkeys,  and  other  turkey products.  Butterball  has  seven
     processing  plants  and  numerous  live  production  and  feed
     milling  operations  located  in Arkansas,  Colorado,  Kansas,
     Missouri    and    North   Carolina.    Butterball    produces
     approximately  1 billion pounds of turkey each year,  and  the
     company  supplies  its  products to more  than  30  countries.
     Butterball  is  a national supplier to retail and  foodservice
     outlets and also exports products to Mexico and overseas.

     Other  Businesses - Seaboard purchases and processes  jalapeno
     peppers at its owned plant in Honduras.  The processed peppers
     are primarily sold to a customer in the United States, and are
     shipped to the United States by Seaboard's Marine Division and
     distributed from Seaboard's port facilities.

     The  information required by Item 1 of Form 10-K with  respect
     to  the  amount or percentage of total revenue contributed  by
     any  class  of similar products or services which account  for
     10  percent or more of consolidated revenue in any of the last
     three  fiscal  years  is set forth in Note  13  of  Seaboard's
     Consolidated  Financial  Statements,  appearing  on  pages  55
     through  59  of  the Seaboard's Annual Report to Stockholders,
     furnished  to  the  Commission pursuant to rule  14a-3(b)  and
     attached  as  Exhibit 13 to this report, which information  is
     incorporated herein by reference.

     (ii) Status of Product or Segment

     During the fourth quarter of 2010, Seaboard acquired for  $5.0
     million  a 25% non-controlling interest in a commodity trading
     business  in  Australia.  Also during the  fourth  quarter  of
     2010,  Seaboard  combined its existing investment  in  poultry
     operations  in  Africa  with another  existing  African  based
     poultry  business.   Seaboard  invested  an  additional  $10.5
     million  in this newly combined poultry business for  a  total
     investment  of  $17.0  million, which represents  a  50%  non-
     controlling  interest.   This  newly  combined  business   has
     operations in parts of Eastern and Southern Africa and is also
     expanding by building new operations in Central Africa.

     During the third quarter of 2010, Seaboard acquired a majority
     interest  in  a commodity origination, storage and  processing
     business in Canada for approximately $6.7 million.  The assets
     acquired included $1.2 million of cash.

     In  late July 2010, Seaboard finalized an agreement to  invest
     in a bakery to be built in Central Africa.  Seaboard will have
     a  50%  non-controlling interest in this business.  The  total
     project  cost is estimated to be $58.0 million but  Seaboard's
     total   investment   has  not  yet  been  determined   pending
     finalization  of  third  party financing  alternatives  for  a
     significant portion of the project.  The bakery is anticipated
     to be fully operational during the second half of 2011.

     In  late  March  2010, Seaboard acquired a 50% non-controlling
     interest   in  an  international  commodity  trading  business
     located in North Carolina for approximately $7.6 million.

     During  2008  Seaboard  discontinued operations of  its  flour
     milling operations in Mozambique as a result of its Mozambican
     subsidiary entering into an agreement to  exchange  its  flour
     milling facility for a ten percent  ownership  interest  in  a
     food  processing  company  in  that  country.  This   exchange
     transaction  was completed in the first half   of 2010.

     On  January  12,  2010,  Haiti was struck  by  an  earthquake.
     Seaboard has a non-controlling interest in an affiliate with a
     flour  mill  operation  in  Lafiteau,  Haiti.   Part  of  this
     facility  was severely damaged as a result of the  earthquake.
     This  affiliate  business is in the process of rebuilding  the
     damaged  part  of the facility and continues  to  operate  the
     portion  of the facility that was not damaged.  This  facility
     was   fully  insured,  including  business  interruption   and
     inventory  coverage.    Construction  is  anticipated  to   be
     completed  in late 2011.  Seaboard also sells wheat and  flour
     to   this   business  through  Seaboard's  commodity   trading
     operations.   In addition, the primary port in Haiti,  located
     in   Port-au-Prince  from  which  Seaboard  Marine's   vessels
     normally  dock,  was severely damaged.  Seaboard  resumed  its
     regular service to Haiti during the first half of 2010.

 5

     The  Sugar  Division  is in the process  of  developing  a  40
     megawatt cogeneration power plant.  This     plant is expected
     to  be  completed  during  the second  quarter  of  2011.   In
     addition,  in  the  first  quarter  of 2010, the Company began
     sales of dehydrated alcohol to certain oil companies under the
     Argentine   government  bio-ethanol  program  which   requires
     alcohol to be blended with gasoline.

     The  Power  Division's short-term contract with a  government-
     owned distribution company, which represents approximately 34%
     of  its  sales,  will expire before the sale of  the  existing
     power barges is completed as discussed below.

     On  March  2, 2009, an agreement became effective under  which
     Seaboard  sold its two power barges in the Dominican  Republic
     for $70.0 million to a third party, which will use such barges
     for  private  use.  It is anticipated that the  sale  will  be
     completed during the second quarter of 2011.  Seaboard will be
     responsible for the wind down and decommissioning costs of the
     barges.   Completion  of  the  sale  is  dependent  upon   the
     satisfaction of several conditions, including meeting  certain
     baseline performance and emissions tests.  Failure to  satisfy
     or  cure any deficiencies could result in the agreement  being
     terminated.   Seaboard retained all other physical  properties
     of  its power generation business and is currently building  a
     106 megawatt power barge for use in the Dominican Republic for
     approximately 83,573,000 Euros (approximately US $107,650,000)
     plus  additional  project costs for a total  of  approximately
     $125,000,000.  Operations are anticipated to begin by the  end
     of 2011 or early 2012 resulting in decreased sales during 2011
     for this division.

     On  December  6,  2010, Seaboard acquired a  50  percent  non-
     controlling  voting interest in Butterball  from  the  Maxwell
     Group, for a cash purchase price equal to approximately $177.5
     million.   Butterball  is  a vertically  integrated  producer,
     processor and marketer of branded and non-branded turkeys, and
     other   turkey  products.   The  other  50  percent  ownership
     interest  in  Butterball will continue  to  be  owned  by  the
     Maxwell  Group.   In connection with the purchase,  Butterball
     acquired  the  live turkey growing and related assets  of  the
     Maxwell Group (which previously owned a 51 percent interest in
     Butterball)  and  of  Murphy-Brown  LLC  ("Murphy  Brown"),  a
     subsidiary of Smithfield Foods, Inc., which previously owned a
     49  percent  interest  in Butterball.   Butterball  previously
     purchased  a  portion  of the turkeys it  processed  from  the
     Maxwell  Group  and  Murphy Brown.  In  connection  with  this
     transaction,  Seaboard provided Butterball with a $100,000,000
     unsecured  subordinated loan with a seven  year  maturity  and
     interest  of  15% per annum, comprised of 5% payable  in  cash
     semi-annually, plus 10% pay-in-kind interest compounded  semi-
     annually  and  paid at maturity.  As part of the  subordinated
     financing,  Seaboard received detachable warrants representing
     5%  of  the  fully diluted equity units in Butterball  with  a
     strike price of $0.01 per unit.

     (iii)     Sources and Availability of Raw Materials

     None of Seaboard's businesses utilize material amounts of  raw
     materials that are dependent on purchases from one supplier or
     a  small  group  of dominant suppliers.  However,  the  Turkey
     Segment  purchases a significant portion of its feed  for  its
     turkeys in North Carolina from the Maxwell Group.

     (iv)    Patents,   Trademarks,  Licenses,   Franchises   and
             Concessions

     Seaboard uses the registered trademark of Seaboard.

     The  Pork Division uses registered trademarks relating to  its
     products, including  Seaboard Farms, Prairie  Fresh,  A  Taste
     Like  No Other,  Daily's,  Daily's Premium Meats  Since  1893,
     High Plains Bioenergy,  Prairie Fresh Prime,  Seaboard  Foods,
     Buffet   Brand,   Seaboard  Farms,  Inc.   and   Del   Pueblo.
     Seaboard  considers the use of these trademarks  important  to
     the marketing and promotion of its pork products.

     The  Marine Division uses the trade name Seaboard Marine   and
     Seaboard  Solutions   which  are  all  registered  trademarks.
     Seaboard  believes there is significant recognition  of  these
     trademarks in the industry and by many of its customers.

     Part of the sales within the Sugar Division are made under the
     Chango   brand  in  Argentina, where this  division  operates.
     Local  sales  prices are affected by government price  control
     and  sugar  import duties imposed by the Argentine government,
     impacting local volume sold, as well as imported and  exported
     volumes  to and from international markets.  Sourcing  in  the
     domestic  market  is  also  closely  monitored  by  the  local
     government.

 6


     Seaboard's   Power  Division  benefits  from  a   tax   exempt
     concession   granted  by  the  Dominican  Republic  government
     through 2012.

     The  Turkey Segment uses registered trademarks relating to its
     products,   including  Butterball   and   Carolina    Turkeys.
     Seaboard  considers the use of these trademarks  important  to
     marketing and promotion of its turkey products.

     Patents, trademarks, franchises, licenses and concessions  are
     not material to any of Seaboard's other divisions.

     (v)    Seasonal Business

     Sugar  prices  in  Argentina are generally  lower  during  the
     typical  sugarcane  harvest period between May  and  November.
     The  Turkey business is seasonal only on the whole  bird  side
     with  Thanksgiving and Christmas holidays driving the majority
     of those sales.  Seaboard's other divisions are not seasonally
     dependent to any material extent.

     (vi)   Practices Relating to Working Capital Items

     There  are  no  unusual  industry practices  or  practices  of
     Seaboard relating to working capital items.

     (vii)  Depending on a Single Customer or Few Customers

     Seaboard does not have sales to any one customer equal to  ten
     percent  or more of consolidated revenues.  The Pork  Division
     derives  approximately 11 percent of its revenues from  a  few
     customers  in Japan through one agent.  The Commodity  Trading
     and  Milling  Division derives a significant  portion  of  its
     operating  income  from sales to a non-consolidated  affiliate
     and  also  derives a significant portion of  its  income  from
     affiliates from this same affiliate.  The Power Division sells
     power  in  the  Dominican  Republic to  a  limited  number  of
     contract  customers and on the spot market accessed  primarily
     by   three  wholly  government-owned  distribution  companies.
     Approximately 34% of the Power Division's power generation  is
     provided for one government-owned distribution company under a
     short-term  contract for which Seaboard bears  a  concentrated
     credit  risk  as  this  customer,  from  time  to  time,   has
     significant past due balances.   No other division  has  sales
     to  a  few  customers which, if lost, would  have  a  material
     adverse effect on any such division or on Seaboard taken as  a
     whole.

     (viii) Backlog

     Backlog is not material to Seaboard's businesses.

     (ix) Government Contracts

     No material portion of Seaboard's business involves government
     contracts.

     (x)  Competitive Conditions

     Competition in Seaboard's Pork Division comes from  a  variety
     of   national,   international  and  regional  producers   and
     processors and is based primarily on product quality, customer
     service  and  price.   According  to  recent  publications  by
     Successful  Farming and Informa Economics, trade publications,
     Seaboard  ranks as one of the nation's top five pork producers
     (based  on  sows  in production) and top ten  pork  processors
     (based on daily processing capacity).

     Seaboard's ocean liner service for containerized cargoes faces
     competition  based on price, reliable sailing frequencies  and
     customer service.  Seaboard believes it is among the top  five
     ranking ocean liner services for containerized cargoes in  the
     Caribbean Basin based on cargo volume.

     Seaboard's sugar business owns one of the largest sugar  mills
     in Argentina and faces significant competition for sugar sales
     in  the local Argentine market.  Sugar prices in Argentina can
     fluctuate  compared to world markets due to current  Argentine
     government price control and protection policies.

     Seaboard's   Power  Division  is  located  in  the   Dominican
     Republic.   Power generated by this division is  sold  on  the
     spot market or to contract customers at prices primarily based
     on market conditions rather than cost-based rates.

     Competition  for the Turkey Segment comes from  a  variety  of
     national  and regional producers and processors and  is  based
     primarily  on  product quality, customer  service  and  price.
     Butterball  ranks  as  one of the nation's  top  three  turkey
     producers (based on live production).

     (xi) Research and Development Activities

     Seaboard   and  its  Turkey  Segment  conducts  research   and
     development   activities  focused  on   various   aspects   of

 7

     Seaboard's  vertically integrated pork and  turkey  processing
     system,   including  improving  product  quality,   production
     processes, animal genetics, nutrition and health.  Incremental
     costs incurred to perform these tests are expensed as incurred
     and are not material to operating results.

     (xii)     Environmental Compliance

     Seaboard  and  its  Turkey  Segment are  subject  to  numerous
     Federal,   state   and  local  provisions  relating   to   the
     environment  which require the expenditure  of  funds  in  the
     ordinary course of business.  Seaboard and its Turkey  Segment
     do  not  anticipate  making expenditures for  these  purposes,
     which,  in  the aggregate would have a material or significant
     effect  on  Seaboard's  financial  condition  or  results   of
     operations.

     (xiii)    Number of Persons Employed by Registrant

     As  of December 31, 2010, Seaboard, excluding non-consolidated
     affiliates, had 10,865 employees, of whom 5,778 were  employed
     in  the  United  States.   Approximately  2,000  employees  in
     Seaboard's Pork Division were covered by collective bargaining
     agreements  as  of December 31, 2010.  Seaboard considers  its
     employee relations to be satisfactory.

(d)  Financial Information about Geographic Areas

In  addition  to  the  narrative  disclosure  provided  below,  the
financial information relating to export sales required by  Item  1
of  Form  10-K is incorporated herein by reference to  Note  13  of
Seaboard's Consolidated Financial Statements appearing on pages  55
through 59 of Seaboard's Annual Report to Stockholders furnished to
the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this report.

Seaboard  considers  its  relations with  the  governments  of  the
countries  in  which  its foreign subsidiaries and  affiliates  are
located  to  be  satisfactory, but foreign  operations  in  lesser-
developed countries are subject to risks of doing business such  as
potential  civil  unrests and government instabilities,  increasing
the   exposure  to  potential  expropriation,  confiscation,   war,
insurrection,  civil strife and revolution, sales  price  controls,
currency  inconvertibility and devaluation, and  currency  exchange
controls.  To minimize certain of these risks, Seaboard has insured
certain  investments  in its affiliate flour  mills  in  Democratic
Republic of Congo, Haiti, Lesotho, Republic of Congo and Zambia, to
the  extent  available and deemed appropriate  against  certain  of
these  risks  with the Overseas Private Investment Corporation,  an
agency  of  the  United States Government.  At  the  date  of  this
report, Seaboard is not aware of any situations which could have  a
material  effect on Seaboard's business, although the January  2010
earthquake in Haiti could result in civil unrest over a  period  of
time  if  local  conditions  do not improve  from  continuing  poor
conditions.

(e)  Available Information

Seaboard electronically files with the Commission annual reports on
Form  10-K, quarterly reports on Form 10-Q, current reports on Form
8-K  and  amendments to those reports pursuant to Section 13(a)  or
15(d)  of  the  Exchange Act.  The public may  read  and  copy  any
materials filed with the Commission at their public reference  room
located  at 100 F Street N.E., Washington, D.C. 20549.  The  public
may obtain further information concerning the public reference room
and  any  applicable  copy  charges, as  well  as  the  process  of
obtaining copies of filed documents by calling the Commission at 1-
800-SEC-0330.

The Commission maintains an internet website that contains reports,
proxy  and  information statements, and other information regarding
electronic filers at www.sec.gov.  Seaboard provides access to  its
most recent Form 10-K, 10-Q and 8-K reports, and any amendments  to
these reports, on its internet website, www.seaboardcorp.com,  free
of  charge,  as soon as reasonably practicable after those  reports
are electronically filed with the Commission.

Please note that any internet addresses provided in this report are
for   information  purposes  only  and  are  not  intended  to   be
hyperlinks.  Accordingly, no information provided at such  Internet
addresses  is  intended  or  deemed to be  incorporated  herein  by
reference.

Item 1A.  Risk Factors

Seaboard  has  identified important risks  and  uncertainties  that
could  affect  the  results of operations, financial  condition  or
business  and  that  could  cause them to  differ  materially  from
Seaboard's historical results of operations, financial condition or
business, or those contemplated by forward-looking statements  made
herein  or elsewhere, by, or on behalf of, Seaboard.  Factors  that
could cause or contribute to such differences include, but are  not
limited to, those factors described below.

 8

(a) General

  (1)  Seaboard's Operations are Subject to the  General  Risks  of
       the  Food Industry.  The  divisions of the business that are
       in the food  products  manufacturing industry are subject to
       the risks posed by:

         -    food spoilage or food contamination;

         -    evolving consumer  preferences and  nutritional   and
              health-related concerns;

         -    federal,  state,  national, provincial and local food
              processing controls;

         -    consumer product liability claims;

         -    product tampering; and

         -    the  possible   unavailability   and/or   expense   of
              liability insurance.

       If one or more of these risks were to materialize, Seaboard's
       revenues could  decrease,  costs  of  doing  business   could
       increase, and Seaboard's operating results could be adversely
       affected.

  (2)  Foreign  Political and Economic Conditions Have a Significant
       Impact  on  Seaboard's  Business.   Seaboard  is  a   diverse
       agribusiness   and   transportation   company   with   global
       operations  in   several  industries.  Most  of the sales and
       costs of Seaboard's divisions are significantly influenced by
       worldwide  fluctuations  in  commodity  prices  or changes in
       foreign  political  and  economic  conditions.   Accordingly,
       sales,  operating  income  and  cash  flows   can   fluctuate
       significantly  from  year  to year.  In addition,  Seaboard's
       international  activities  pose  risks not faced by companies
       that  limit  themselves to United States markets. These risks
       include:

         -    changes in foreign currency exchange rates;

         -    foreign currency exchange controls;

         -    changes  in a specific country's or region's political
              or  economic  conditions,  particularly  in   emerging
              markets;

         -    hyperinflation;

         -    heightened customer credit and execution risk;

         -    tariffs, other trade protection measures and import or
              export licensing requirements;

         -    potentially negative consequences  from changes in tax
              laws;

         -    different   legal   and   regulatory   structures  and
              unexpected    changes   in   legal    and   regulatory
              requirements; and

         -    negative  perception  within  a  foreign  country of a
              United  States  company doing business in that foreign
              country.

       Seaboard cannot provide assurance that it will be  successful
       in competing effectively in international markets.

  (3)  Deterioration  of Economic Conditions Could Negatively Impact
       Seaboard's  Business.   Seaboard's  business may be adversely
       affected by changes in national or global economic conditions,
       including inflation, interest rates, availability of  capital
       markets,  consumer  spending  rates,  energy availability and
       costs and the  effects  of governmental initiatives to manage
       economic conditions.  Any such changes could adversely affect
       the  demand  for  our  meat  products,  grains  and  shipping
       services,  or  the  cost  and  availability of our needed raw
       materials  and  packaging   materials,   thereby   negatively
       affecting our financial results.  The current    national and
       global economic conditions, could, among other things:

         -    impair  the   financial   condition  of  some  of  our
              customers  and  suppliers  thereby increasing customer
              bad  debts  or  non-performance   by   customers   and
              suppliers;

         -    negatively impact global demand for protein and grain-
              based  products, which could result  in a reduction of
              sales, operating income and cash flows;

         -    decrease  the  value  of our investments in equity and
              debt securities, including pension plan assets; and

         -    impair the financial viability of our insurers.

  (4)  Ocean  Transportation  Has  Inherent Risks.  Seaboard's owned
       and  chartered vessels along with related cargoes are at risk
       of being  damaged or lost because of events such as:

         -    marine disasters;

         -    bad weather;

         -    mechanical failures;

         -    grounding, fire, explosions and collisions;

         -    human error; and

         -    war, piracy and terrorism.

 9

       All  of  these  hazards  can  result  in  death  or injury to
       persons,  loss  of property, environmental damages, delays or
       rerouting.   If one of Seaboard's vessels were involved in an
       accident, the  resulting media coverage could have a material
       adverse  effect on  Seaboard's  business, financial condition
       and  results  of operations.

  (5)  Seaboard's Common Stock is Thinly Traded and Subject to Daily
       Price  Fluctuations.  The common stock of Seaboard is closely
       held  (73.5% is  collectively owned by Seaboard Flour and SFC
       Preferred LLC, which are owned by S. Bresky and other members
       of the Bresky family)  and  thinly traded on a daily basis on
       the  NYSE  Amex  Equities.  Accordingly, the price of a share
       of common stock can fluctuate more significantly from day-to-
       day than that  of  a  share  of  widely  held  stock  that is
       actively traded on a daily basis.

(b) Pork Division

  (1)  Fluctuations in  Commodity Pork Prices Could Adversely Affect
       Seaboard's   Results   of   Operations.   Sales   prices  for
       Seaboard's  pork  products  are  directly  affected  by  both
       domestic and world wide  supply  and demand for pork products
       and other proteins, all of which are determined by constantly
       changing market forces of supply  and demand as well as other
       factors  over  which  Seaboard  has  little   or  no control.
       Commodity pork prices  demonstrate  a  cyclical  nature  over
       periods  of  years, reflecting changes in the supply of fresh
       pork and  competing  proteins on  the market, especially beef
       and  chicken.   Seaboard's  results  of  operations  could be
       adversely affected by fluctuations in pork commodity prices.

  (2)  Increases  in  Costs  of Seaboard's Feed Components  and  Hog
       Purchases  Could  Adversely  Affect   Seaboard's   Costs  and
       Operating  Margins.  Feed  costs  are  the  most  significant
       single component of  the   cost  of  raising  hogs and can be
       materially affected by commodity  price fluctuations for corn
       and soybean meal.   The  results  of Seaboard's Pork Division
       can be negatively affected by  increased  costs of Seaboard's
       feed  components.   The  recent  increase in construction and
       operation of ethanol plants has elevated this  risk as it has
       increased  the  competing   demand   for   feed  ingredients,
       primarily corn.  Similarly, accounting for approximately  25%
       of Seaboard's total hogs slaughtered, the cost of third party
       hogs purchased fluctuates with market conditions and can have
       an impact  on Seaboard's total costs.  The cost and supply of
       feed components and the third party hogs that we purchase are
       determined by constantly changing market forces of supply and
       demand,  which  are  driven  by matters over which we have no
       control, including weather,  current  and projected worldwide
       grain stocks and prices, grain export prices and supports and
       governmental   agricultural   policies.  Seaboard attempts to
       manage certain of these risks through the use    of financial
       instruments,  however   this  may  also  limit   its  ability
       to participate in gains from favorable commodity fluctuations.
       Unless  wholesale  pork   prices   correspondingly  increase,
       increases in  the prices  of Seaboard's feed components or in
       the cost of third party hogs purchased would adversely affect
       Seaboard's operating margins.

  (3)  Seaboard  May  be  Unable to Obtain Appropriate Personnel  at
       Remote Locations. The remote locations of the pork processing
       plant  and  live  hog  operations,  and  a  more  restrictive
       national  policy  on  immigration could negatively affect the
       availability and  cost  of  labor.  Seaboard  is dependent on
       having  sufficient  properly  trained  operations  personnel.
       Attracting and retaining qualified  personnel is important to
       Seaboard's success.  The inability to  acquire and retain the
       services of such personnel could  have  a  material   adverse
       effect on Seaboard's operations.

  (4)  The  Loss  of  Seaboard's Sole Hog Processing Facility  Could
       Adversely  Affect   Seaboard's   Business.   Seaboard's  Pork
       Division is  largely  dependent on the continued operation of
       a single  hog  processing facility.  The loss of or damage to
       this  facility  for   any  reason - including  fire, tornado,
       governmental action or other reason  - could adversely affect
       Seaboard and Seaboard's  pork business.

  (5)  Environmental  Regulation and Related Litigation Could Have a
       Material  Adverse  Effect on Seaboard.  Seaboard's operations
       and  properties  are  subject  to  extensive and increasingly
       stringent laws  and  regulations  pertaining  to, among other
       things,  odors,   the   discharge   of   materials  into  the
       environment  and  the  handling  and  disposition  of  wastes
       (including solid and hazardous wastes) or  otherwise relating
       to  protection  of  the  environment.  Failure to comply with
       these laws and regulations and any future changes to them may
       result  in  significant  consequences  to Seaboard, including
       civil  and  criminal  penalties,  liability  for  damages and
       negative publicity.  Some requirements applicable to Seaboard
       may  also  be  enforced  by  citizen  groups.   Seaboard  has
       incurred, and  will continue to incur, operating expenditures
       to comply with these laws and regulations.

  (6)  Health  Risk  to Livestock Could Adversely Affect Production,
       the  Supply  of  Raw  Materials   and   Seaboard's  Business.
       Seaboard  is  subject  to  risks  relating to its  ability to
       maintain animal health  and   control  diseases.  The general
       health of the hogs and the  reproductive  performance  of the
       sows can have an adverse impact on  production and production
       costs,  the  supply  of  raw  material  to   Seaboard's  pork
       processing operations and consumer confidence.  If Seaboard's
       hogs  are  affected  by  disease,  Seaboard  may  be required
       to  destroy infected livestock, which could adversely  affect

 10

       Seaboard's  production  or  ability  to  sell  or  export its
       products.  Moreover, the herd health of third party suppliers
       could adversely affect  the supply and cost of hogs available
       for purchase  by  Seaboard.  Adverse publicity concerning any
       disease or  health concern could also cause customers to lose
       confidence  in  the  safety  and  quality  of Seaboard's food
       products.

  (7)  If  Seaboard's  Pork Products Become Contaminated, We May  be
       Subject  to  Product  Liability  Claims  and Product Recalls.
       Pork  products  may  be  subject  to contamination by disease
       producing  organisms.  These organisms are generally found in
       the  environment  and   as   a   result,  regardless  of  the
       manufacturing  practices  employed, there is a risk that they
       could be present in Seaboard's  processed  pork products as a
       result of food processing.   Once  contaminated products have
       been shipped for distribution, illness  and  death may result
       if the organisms are not eliminated at the further processing,
       foodservice or consumer  level.  Even an inadvertent shipment
       of contaminated products is a violation of law  and  may lead
       to increased risk of exposure to product liability    claims,
       product  recalls  and increased scrutiny by federal and state
       regulatory agencies and may have a material adverse effect on
       Seaboard's  business,  reputation,   prospects,   results  of
       operations and financial condition.

  (8)  Corporate Farming Legislation Could Result in the Divestiture
       or  Restructuring  of   Seaboard's   Pork   Operations.   The
       development  of  large   corporate  farming  operations   and
       concentration  of  hog  production in larger-scale facilities
       has engendered opposition  from  residents of states in which
       Seaboard conducts its pork processing and live hog operations.
       From time-to-time, corporate  farming  legislation  has  been
       introduced   in   the   United   States Senate and  House  of
       Representatives, as well as in  several  state  legislatures.
       These proposed anti-corporate farming bills have     included
       provisions  to  prohibit  or  restrict  meat packers, such as
       Seaboard,  from owning or controlling livestock intended  for
       slaughter,    which     would    require    divestiture    or
       restructuring of Seaboard's operations.

  (9)  International   Trade   Barriers   Could   Adversely   Affect
       Seaboard's   Pork   Operations.  This   division   realizes a
       significant  portion  of  its  revenues  from   international
       markets, particularly Japan and Mexico.   International sales
       are subject to risks related  to general economic conditions,
       imposition  of  tariffs,  quotas,  trade  barriers  and other
       restrictions,    enforcement    of    remedies   in   foreign
       jurisdictions  and  compliance  with applicable foreign laws,
       and  other  economic and  political uncertainties.  These and
       other risks  could   result  in  border  closings  or   other
       international  trade   barriers  having  an adverse effect on
       Seaboard's earnings.

 (10)  Discontinuation   of    Tax    Credits  for  Biodiesel  Could
       Adversely  Affect Seaboard's Results of Operations.  Seaboard
       obtains  Federal  and State tax credits for the  biodiesel it
       produces  and  sells.   The  Federal  tax  credit  expired on
       December  31,  2009,  but  was renewed  by  Congress  in late
       December  2010  retroactive to January  1,  2010  with  a new
       expiration  date  of December 31, 2011. If Congress  does not
       extend  this  tax  credit  beyond  2011  and  other   factors
       including  government  mandates to use biofuels don't  create
       sufficient demand, Seaboard's results of operations could  be
       adversely  affected  and  the  recorded  value  of  property,
       plant  and  equipment  related  to  the  biodiesel processing
       facility  could be impaired.

 (11)  Operations    of     Biodiesel  Production   Facility.    The
       profitability  of  Seaboard's   biodiesel   plant   could  be
       adversely affected  by  various factors, including the market
       price  of pork and other  animal  fat which  is  utilized  to
       produce  biodiesel,   and   the  market  price for biodiesel.
       Unfavorable changes in  these prices over extended periods of
       time could adversely  affect Seaboard's results of operations
       and  could result in the potential impairment of the recorded
       value  of  the  property, plant and equipment related to this
       facility.

(c) Commodity Trading & Milling Division

  (1)  Seaboard's  Commodity  & Milling Division is Subject to Risks
       Associated   with    Foreign    Operations.   This   division
       principally  operates  in  Africa, Bermuda, South America and
       the  Caribbean  and,  in   most  cases, in what are generally
       regarded to  be  lesser   developed countries.  Many of these
       foreign operations are subject  to risks of doing business in
       lesser-developed  countries  which  are  subject to potential
       civil unrests and government instabilities,    increasing the
       exposure  to   potential  expropriation,  confiscation,  war,
       insurrection,   civil   strife   and   revolution,   currency
       inconvertibility  and  devaluation,  and  currency   exchange
       controls,  in  addition  to  the risks of overseas operations
       mentioned  in  clause  (a)(2)   above.  In  addition, foreign
       government   policies   and  regulations  could  restrict the
       purchase of various grains, reducing  or  limiting Seaboard's
       ability to access grains or  to  limit Seaboard's sales price
       for grains sold in local markets.

  (2)  Fluctuations in Commodity Grain Prices Could Adversely Affect
       the  Business  of  Seaboard's  Commodity &  Milling Division.
       This  division's   sales   are  significantly  affected    by
       fluctuating worldwide prices for various commodities, such as
       wheat, corn, soybeans  and rice.  These prices are determined
       by constantly changing  market forces of supply and demand as
       well as  other  factors  over which Seaboard has little or no
       control.   North  American  and European

 11

       subsidized  wheat  and  flour exports, including donated food
       aid, and world-wide and local crop production can  contribute
       to  these  fluctuating  market  conditions  and  can  have  a
       significant  impact  on the  trading  and milling businesses'
       sales,  value  of commodities held in inventory and operating
       income.   Seaboard's results of operations could be adversely
       affected by  fluctuations in commodity prices.

  (3)  Seaboard's  Commodity  & Milling  Division Largely Depends on
       the  Availability  of  Chartered  Ships.  Most  of Seaboard's
       third party  trading  is  transported  with  chartered ships.
       Charter hire rates,  influenced by available charter capacity
       and demand for worldwide  trade  in bulk cargoes, port access
       and  throughput  time,  and  related  fuel  costs  can impact
       business volumes and margins.

  (4)  This  Division  Uses a Material Amount of Derivative Products
       to  Manage  Certain  Market  Risks.  The  commodity   trading
       portion  of  the  business   enters   into  various commodity
       derivatives,  foreign  exchange    derivatives   and  freight
       derivatives to create what management believes is an economic
       hedge for commodity trades it executes or intends  to execute
       with its customers.  From time to  time,  this portion of the
       business may enter into speculative   derivative transactions
       related to its market risks.  Failure to  execute or improper
       execution of a derivative position or a firmly committed sale
       or purchase contract, a speculative transaction that   closes
       without  the desired result or exposure to counter party risk
       could have an adverse impact on the results of operations and
       liquidity.

  (5)  This  Division  is  Subject to Higher than Normal  Risks  for
       Attracting  and  Retaining  Key  Personnel.  In the commodity
       trading  environment,  a  loss  of  a key  employee such as a
       commodity trader  can  have  a negative impact resulting from
       the loss of revenues as  personal  customer relationships can
       be  vital  to  obtaining  and retaining business with various
       foreign customers.  In the milling portion of  this division,
       employing and retaining  qualified expatriate  personnel is a
       key element of success given the difficult living conditions,
       the  unique  operating  environments  and  the  reliance on a
       relatively   small  number  of  executives  to  manage   each
       individual location.

(d) Marine Division

  (1)  The   Demand  for  Seaboard's Marine Division's Services  Are
       Affected by International Trade and Fluctuating Freight Rates.
       This  division provides containerized cargo shipping services
       primarily  from  the  United  States  to twenty-six different
       countries  in the Caribbean Basin, Central and South America.
       In addition to  the risks of overseas operations mentioned in
       clause (a)(2) above,  fluctuations  in  economic  conditions,
       unstable  or  hostile  local  political  situations  in   the
       countries in which Seaboard operates can affect import/export
       trade volumes and the price of container  freight  rates  and
       adversely affect  Seaboard's  results  of operations.

  (2)  Chartered  Ships  Are  Subject  to Fluctuating  Rates.   Time
       charter  expenses are one of the division's largest expenses.
       Certain ships  are  under charters longer than one year while
       others  are less than one year.  These costs can vary greatly
       due to a number of factors including the worldwide supply and
       demand  for  shipping.  It  is  not  possible to determine in
       advance whether a  charter contract for more or less than one
       year will be favorable to  Seaboard's business.  Accordingly,
       entering into long-term charter hire contracts during periods
       of decreasing charter hire  costs  or short term charter hire
       contracts during periods  of  increasing  charter  hire costs
       could  have  an  adverse  effect  on  Seaboard's  results  of
       operation.

  (3)  Increased   Fuel  Prices   May  Adversely  Affect  Seaboard's
       Business.  Ship  fuel  expenses  are  one  of  the division's
       largest expenses.  These costs can vary greatly from year-to-
       year depending  on  world  fuel prices. Also, but to a lesser
       extent, fuel price  increases  can  impact the cost of inland
       transportation costs.

  (4)  Hurricanes  May  Disrupt  Operations in the Caribbean  Basin.
       Seaboard's port operations throughout the Caribbean Basin can
       be  subject  to  disruption  due to hurricanes, especially at
       Seaboard's major  ports in Miami, Florida and Houston, Texas,
       which  could  have  an  adverse  effect  on  our  results  of
       operations.

 12

  (5)  Seaboard  is Subject to Complex Laws and Regulations that May
       Adversely Affect the Revenues, Cost, Manner or Feasibility of
       Doing Business.  Federal, state and local laws  and  domestic
       and  international  regulations  governing  worker health and
       safety, environmental protection, port and terminal security,
       and  the operation of vessels significantly affect Seaboard's
       operations,  including  rate  discussions  and  other related
       arrangements.  Many aspects of the marine industry, including
       rate  agreements,  are  subject  to   extensive  governmental
       regulation by the Federal Maritime Commission, the U.S. Coast
       Guard,  and  U.S.  Customs  and  Border  Protection,  and  to
       regulation  by  private  industry  organizations.  Compliance
       with applicable laws, regulations and standards  may  require
       installation  of  costly  equipment  or  operational changes,
       while the failure to comply may result in  administrative and
       civil penalties, criminal sanctions or  the     suspension or
       termination  of  Seaboard's  operations  or  detention of its
       vessels. In addition, future changes in laws, regulations and
       standards,  including  allowed  freight  rate discussions and
       other related arrangements, may result in additional costs or
       a reduction in revenues.

(e) Sugar Division

  (1)  The  Success of this Division Depends on the Condition of the
       Argentinean  Economy  and  Political  Climate.  This division
       operates  a  sugar  mill  and  alcohol production facility in
       Argentina,  locally  growing   a   substantial   portion   of
       the sugar cane processed at the mill.   The majority  of  the
       sales  are  within  Argentina.       Fluctuations in economic
       conditions or changes in the Argentine  political climate can
       have an impact on the costs of operations,  the  sales prices
       of products and export opportunities and the exchange rate of
       the Argentine peso to the U.S. dollar.  In this regard, local
       sales prices are affected  by  government  price  control and
       sugar   import  duties  imposed  by the Argentine government,
       impacting local volume sold, as well as imported and exported
       volumes to and from  international markets.  If import duties
       are  changed, this could have a negative impact on Seaboard's
       sale  price  of  its  products.  In  addition, the  Argentine
       government  attempts  to  control  inflation  through   price
       controls  on  commodities,  including   sugar,   which  could
       adversely impact the local sales price of its   products  and
       the results of operations for this  division.  A  devaluation
       of  the  Argentine  peso  would  have  a  negative  impact on
       Seaboard's financial position.

  (2)  This  Division  is  Subject to the Risks that Are Inherent in
       any  Agricultural Business.  Seaboard's results of operations
       for  this  division  may  be  adversely  affected by numerous
       factors over which  we  have  little  or  no control and that
       are  inherent   in   any  agricultural   business,  including
       reductions  in  the  market  prices  for Seaboard's products,
       adverse weather and  growing  conditions,  pest  and  disease
       problems,   and    new   government    regulations  regarding
       agriculture  and  the marketing of agricultural products.  Of
       these  risks,  weather  particularly can adversely affect the
       amount and quality of the sugar cane produced by Seaboard and
       Seaboard's competitors located in other regions of Argentina.

  (3)  The   Loss  of   Seaboard's  Sole Processing  Facility  Would
       Adversely  Affect  the Business of This Division.  Seaboard's
       Sugar  Division  is  largely  dependant   on   the  continued
       operation of  a  single  processing facility.  The loss of or
       damage  to  this  facility  for  any reason - including fire,
       tornado, governmental action, labor unrest resulting in labor
       strikes  or  other  reasons - would  adversely   affect   the
       business of this division.

  (4)  Labor  Relations.  This  division  is dependent on  unionized
       labor  at  its  single  sugar mill in Argentina.  The current
       nature of the political environment in Argentina makes normal
       labor  relations  very  challenging.   Contributing  to   the
       situation are the policies of Argentina's National Government,
       the failure of the Argentine  courts  to  enforce contractual
       obligations  with   unions   and   basic   property   rights.
       Interruptions in production as a result of labor   unrest can
       adversely impact the quantity of sugar cane harvested and the
       amount  of  sugar and alcohol produced and can interfere with
       the  distribution  of  products stored at the facility in the
       Salta Province.

(f) Power Division

  (1)  This  Division  is Subject to Risks of Doing Business in  the
       Dominican Republic.  This division operates in the  Dominican
       Republic   (DR).  In   addition   to   significant   currency
       fluctuations  and  the  other  risks  of  overseas operations
       mentioned  in  clause  (a)(2)   above,   this   division  can
       experience  difficulty  in  obtaining  timely  collections of
       trade  receivables  from   the    government  partially-owned
       distribution companies or  other  companies  that  must  also
       collect  from  the  government  in  order to make payments on
       their  accounts.  Currently,  the  DR  does  not allow a free
       market to enable prices to rise with demand which would limit
       our profitability in  this  business.  The government has the
       ability to arbitrarily  decide which power units will be able
       to operate, which could have  adverse  effects  on results of
       operations.

 13

  (2)  Increases  in  Fuel  Costs Could Adversely Affect  Seaboard's
       Operating  Margins.  Fuel  is  the  largest cost component of
       this  division's   business  and,  therefore,  margins may be
       adversely  affected by fluctuations in fuel if such increases
       can not be fully passed to customers.

  (3)  Seaboard  could Incur Significant Damages if it Fails to Meet
       Obligations Under  A Power Barge Sale Agreement.   Seaboard's
       agreement to sell its Dominican Republic barges requires that
       it  meet  certain performance standards at closing.  If these
       standards  are  not  met,  Seaboard would be in breach of the
       agreement and may incur significant damages for that breach.

(g) Turkey Segment

  (1)  Fluctuations  in  Commodity  Turkey  Prices  Could  Adversely
       Affect  the  Results of Operations.  Sales prices for  turkey
       products are  directly  affected  by both  domestic and world
       wide  supply  and  demand  for  turkey  products  which   are
       determined by constantly changing market forces of supply and
       demand as well as  other  factors  over which Butterball  has
       little  or  no  control.   Butterball's results of operations
       and  Seaboard's investment in Butterball could  be  adversely
       affected  by fluctuations in the turkey commodity prices.

  (2)  Increases  in  Costs  of  Turkey's Feed Components and Turkey
       Purchases Could Adversely Affect Costs and Operating  Margins.
       Feed costs are the most significant single component  of  the
       cost of  raising  turkeys and can be materially  affected  by
       commodity  price  fluctuations  for  corn,  soybean meal, and
       other commodity grain inputs.   Butterball's results may   be
       negatively affected by increased costs of the feed components.
       The recent increase in construction and operation of  ethanol
       plants has  elevated  this  risk  as  it  has  increased  the
       competing  demand   for feed ingredients,    primarily  corn.
       Butterball attempts to manage some of these risks through the
       use of financial instruments; however this may also limit its
       ability   to  participate  in gains from favorable  commodity
       fluctuations.  Unless wholesale turkey prices correspondingly
       increase,  increases  in  the  prices of  Butterball's   feed
       components  would  adversely affect  Butterball's  results of
       operations and Seaboard's investment in Butterball.

  (3)  Decreased  Perception  of  Value  in  the Butterball's  Brand
       Could Adversely Affect Sales Quantity and Price of Butterball
       Products.    Butterball is a premium brand name, built  on  a
       long  history  of  offering a quality product that  has  been
       differentiated  in  the market.  The value of the  Butterball
       brand  allows  for  sales of a higher unit price  than  other
       turkey   products.   In  order  to  maintain this  advantage,
       Butterball must continue to support the brand with successful
       marketing efforts. In addition, negative news reports for any
       reason   in  a  variety of  areas  on  the  company  or   the
       turkey/poultry industry could negatively  impact  this  brand
       perception  and  Butterball's  results  of  operation and the
       value of Seaboard's investment in Butterball.

  (4)  The  Loss   of   Butterball's   Primary   Further  Processing
       Facility   Could   Adversely  Affect Butterball's   Business.
       Although Butterball has five processing plants, Butterball is
       disproportionately  dependent  on  the continued operation of
       the  further  processing  plant in Mt. Olive, North  Carolina
       that  handles the significant production of further processed
       turkey products.   The loss of or damage to this facility for
       any  reason - including fire, tornado, governmental action or
       other  reason  - could  adversely  affect   the   results  of
       operation  for  Butterball   and  the  value  of   Seaboard's
       investment in Butterball.

  (5)  If  Butterball's  Turkey  Products  Become  Contaminated, the
       Company  May  be  subject  to  Product  Liability  Claims and
       Product  Recalls.    Turkey  products  may  be   subject   to
       contamination by disease producing organisms. These organisms
       are generally found in the environment and as a result, there
       is  a  risk  that  they  may  contaminate  products.  Even an
       inadvertent shipment of  contaminated products is a violation
       of law and  may  lead  to  increased   risk  of  exposure  to
       product   liability   claims,  product  recalls and increased
       scrutiny by federal  and  state  regulatory  agencies and may
       have  a  material  adverse effect  on the company's business,
       reputation, and prospects.  This could adversely  affect  the
       results of  operations and financial condition of  Butterball
       and  the  value  of  the  Seaboards investment in Butterball.

  (6)  Health  Risk  to  Poultry  Could Adversely Affect Production,
       the   Supply  of  Raw  Materials and  Butterball's  Business.
       Butterball  is  subject to risks relating to its  ability  to
       maintain  animal  health and control  diseases.  The  general
       health  of  the turkeys and reproductive performance can have
       an adverse impact on production  and  production  costs,  the
       supply of raw material to Butterball's processing  operations
       and consumer confidence. If Butterball's turkeys are affected
       by  disease,  Butterball  may be required to destroy infected
       birds, which could adversely affect  Butterball's  production
       or  ability  to  sell  or  export  its  products.     Adverse
       publicity  concerning  any   disease or health concern  could
       also  cause customers  to  lose confidence in the safety  and
       quality of Butterball  food products, resulting in an adverse
       affect on Butterball's results of operations and the value of
       Seaboards investment in Butterball.

 14

  (7)  Butterball  May   be  Unable to Obtain Appropriate  Personnel
       at  Remote  Locations.  The remote locations of some  of  the
       turkey  processing  plants  and  live turkey operations along
       with  a  more  restrictive  national  policy  on  immigration
       could negatively affect the availability and cost  of  labor.
       Butterball is dependent on having sufficient properly trained
       operations  personnel.   Attracting  and  retaining qualified
       personnel is important to Butterball's success. The inability
       to  acquire  and  retain the services of such personnel could
       have a material adverse effect on Butterball's operations and
       the value of Seaboards investment in Butterball.

Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties

(1)  Pork - Seaboard's Pork Division owns a hog processing plant in
Guymon,  Oklahoma,  which opened in 1995.  It has  a  daily  double
shift  capacity to process approximately 19,400 hogs and  generally
operates  at  capacity with additional weekend shifts depending  on
market conditions. Seaboard's hog production operations consist  of
the breeding and raising of approximately 4.0 million hogs annually
at facilities it primarily owns or at facilities owned and operated
by  third parties with whom it has grower contracts.  This business
owns  and  operates six centrally located feed mills which  have  a
combined  capacity  to  produce  approximately  1,700,000  tons  of
formulated  feed  annually  used primarily  to  support  Seaboard's
existing  hog  production,  and have the capability  of  supporting
additional  hog  production in the future.   These  facilities  are
located in Oklahoma, Texas, Kansas and Colorado.

Seaboard's  Pork  Division also owns two bacon  further  processing
plants  located  in  Salt  Lake City, Utah and  Missoula,  Montana.
These  plants are utilized near capacity throughout the year, which
is  a  combined  daily  smoking capacity of  approximately  300,000
pounds  of  raw  pork bellies. The Pork Division  also  operates  a
majority-owned ham-boning and processing plant in Mexico  that  has
the capacity to process 74.0 million pounds of ham annually.

The  Pork Division owns a processing plant in Guymon, Oklahoma with
the capacity to produce 30.0 million gallons of biodiesel annually,
which  is  currently produced from pork fat from Seaboard's  Guymon
pork  processing plant and from animal fat supplied by non-Seaboard
facilities.  The facility can also produce biodiesel from vegetable
oil.

(2)   Commodity Trading and Milling - Seaboard's Commodity  Trading
and  Milling  Division owns, in whole or in part,  grain-processing
and  related agribusiness operations in 14 countries which have the
capacity to mill approximately 6,400 metric tons of wheat and maize
per day.  In addition, Seaboard has feed mill capacity of in excess
of  200  metric tons per hour to produce formula animal feed.   The
milling  operations  located in Colombia,  Democratic  Republic  of
Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho, Nigeria, Republic of
Congo, Sierra Leone, Uganda and Zambia own their facilities; and in
Kenya,  Lesotho,  Nigeria, Republic of Congo and Sierra  Leone  the
land  on  which  the  mills are located is leased  under  long-term
agreements.    Certain foreign milling operations  may  operate  at
less  than full capacity due to low demand related to poor consumer
purchasing  power,  excess milling capacity  in  their  competitive
environment  and European-subsidized wheat and flour  exports.   In
addition,  this  division  also  has  an  investment  through  non-
consolidate affiliates in poultry businesses operating in parts  of
Eastern and Southern Africa.  Seaboard also owns seven 9,000 metric-
ton  deadweight dry bulk carriers, one 23,400 metric ton deadweight
dry  bulk  carrier, and "time charters" (the charter of  a  vessel,
whereby the vessel owner is responsible to provide the captain  and
crew  necessary to operate the vessel) under short-term agreements,
between  13  and  44  bulk carrier ocean vessels  with  deadweights
ranging from 500 to 44,000 metric tons.

(3)   Marine  - Seaboard's Marine Division leases a 135,000  square
foot  off-port  warehouse and 81 acres of port  terminal  land  and
facilities  in  Miami, Florida which are used in its  containerized
cargo  operations.  Seaboard also leases an approximately  62  acre
cargo  handling  and  terminal facility in  Houston,  Texas,  which
includes several on-dock warehouses totaling approximately  690,000
square  feet  for  cargo storage.  At December 31,  2010,  Seaboard
owned 10 ocean cargo vessels with deadweights ranging from 2,600 to
19,500  metric  tons and time chartered 29 vessels under  contracts
that  typically range from approximately five months to  two  years
with  deadweights ranging from 3,400 to nearly 26,500 metric  tons.
Seaboard  also  owns  or leases dry, refrigerated  and  specialized
containers and other related equipment.

 15

(4)   Sugar  - Seaboard's Argentine Sugar Division owns  more  than
60,000  acres  of  planted sugarcane.  Depending  on  local  market
conditions,  this  business also purchases third  party  sugar  for
resale.   In  addition, this division owns  a  sugar  mill  with  a
current  capacity to process approximately 250,000 metric  tons  of
sugar  and  an  alcohol  distillery  with  a  current  capacity  of
approximately  14  million  gallons  of  alcohol  per  year.   This
capacity is sufficient to process all of the cane harvested by this
division  and  certain additional quantities purchased  from  third
party  farmers in the region.  The sugarcane fields and  processing
mill are located in northern Argentina in the Salta Province, which
experiences  seasonal rainfalls that may limit the harvest  season,
which  then  affects the duration of mill operations and quantities
of  sugar  produced.   During the second quarter  of  2011,  it  is
anticipated  that construction will be completed on a  40  megawatt
cogeneration power plant.

(5)   Power - Seaboard's Power Division owns two floating  electric
power  generating  facilities, consisting of  a  system  of  diesel
engines  mounted  onto barge-type vessels, with  a  combined  rated
capacity of approximately 112 megawatts, both located on the  Ozama
River  in Santo Domingo, Dominican Republic.  Seaboard operates  as
an  independent power producer.  Seaboard is not directly  involved
in  the  transmission and distribution facilities that deliver  the
power to the end users but does have contracts to sell directly  to
third party users.  See "Status of Product or Segment" under Item 1
of this report for discussion of the sale of the two barges and the
construction of a new replacement power barge.

(6)   Turkey  -  Seaboard's Turkey Segment has  a  total  of  seven
processing  plants  and  numerous  company  and  third  party  live
production facilities and feed milling operations, all of which are
located in Arkansas, Colorado, Kansas, Missouri and North Carolina.
These  plants  produce approximately one billion pounds  of  turkey
each year.

(7)   Other - Seaboard owns a jalapeno pepper processing plant  and
warehouse in Honduras.

In  addition  to  the information provided above,  the  information
under   "Principal  Locations"  of  Seaboard's  Annual  Report   to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this report is incorporated herein by
reference.

Management believes that Seaboard's present facilities are adequate
and suitable for its current purposes.


Item 3.  Legal Proceedings

The  information  required by Item 3 of Form 10-K  is  incorporated
herein by reference to Note 11 of Seaboard's Consolidated Financial
Statements appearing on pages 53 and 54 of Seaboard's Annual Report
to  Stockholders furnished to the Commission pursuant to Rule  14a-
3(b) and attached as Exhibit 13 to this Report.

Item 4. Reserved

Executive Officers of the Registrant

The  following  table  lists  the executive  officers  and  certain
significant  employees of Seaboard.  Generally, executive  officers
are  elected  at  the  annual meeting of  the  Board  of  Directors
following the Annual Meeting of Stockholders and hold office  until
the  next  such annual meeting or until their respective successors
are  duly  chosen  and  qualified.  There are  no  arrangements  or
understandings pursuant to which any executive officer was elected.

Name (Age)                 Positions and Offices with Registrant and Affiliates

Steven J. Bresky (57)      President and Chief Executive Officer

Robert L. Steer  (51)      Senior Vice President, Chief Financial Officer

David M. Becker  (49)      Vice President, General Counsel and Secretary

Barry E. Gum (44)          Vice President, Finance and Treasurer

James L. Gutsch (57)       Vice President, Engineering

Ralph L. Moss (65)         Vice President, Governmental Affairs

David S. Oswalt (43)       Vice President, Taxation and Business Development

 16

David H. Rankin (39)       Vice President

Ty A. Tywater (41)         Vice President, Audit Services

John A. Virgo (50)         Vice President, Corporate Controller and
                           Chief Accounting Officer

Rodney K. Brenneman (46)   President, Seaboard Foods, LLC

David M. Dannov (49)       President, Seaboard Overseas and Trading Group

Edward A. Gonzalez (45)    President, Seaboard Marine Ltd.

Mr.  Steven  J. Bresky has served as President and Chief  Executive
Officer  since  July 2006 and previously as Senior Vice  President,
International  Operations of Seaboard from February  2001  to  July
2006.

Mr.  Steer  has  served as Senior Vice President,  Chief  Financial
Officer  of Seaboard since December 2006 and previously  as  Senior
Vice  President, Treasurer and Chief Financial Officer  from  2001-
2006.

Mr.  Becker  has  served  as Vice President,  General  Counsel  and
Secretary of Seaboard since December 2003.

Mr.  Gum  has  served as Vice President, Finance and  Treasurer  of
Seaboard  since  December 2006 and previously  as  Vice  President,
Finance from 2003-2006.

Mr.  Gutsch  has served as Vice President, Engineering of  Seaboard
since December 1998.

Mr.  Moss  has  served as Vice President, Governmental  Affairs  of
Seaboard since December 2003.

Mr.  Oswalt  has  served as Vice President, Taxation  and  Business
Development of Seaboard since December 2003.

Mr.  Rankin has served as Vice President of Seaboard since December
2010   and   previously  as  Director  of  Taxation  and   Business
Development since January 2006.

Mr.  Tywater  has  served  as  Vice President,  Audit  Services  of
Seaboard  since  November  2008 and previously  as  Internal  Audit
Director from 2002 to 2008.

Mr.  Virgo  has served as Vice President, Corporate Controller  and
Chief Accounting Officer of Seaboard since December 2003.

Mr.  Brenneman  has  served as President  of  Seaboard  Foods,  LLC
(previously Seaboard Farms Inc.) since June 2001.

Mr. Dannov has served as President of Seaboard Overseas and Trading
Group since August 2006 and previously as Vice President, Treasurer
of Seaboard Overseas and Trading Group from 1996 to 2006.

Mr. Gonzalez has served as President of Seaboard Marine, Ltd. since
January 2005.

                              PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

In  December 2010, Seaboard declared and paid a dividend  of  $6.75
per  share  on  its  common  stock.  The increased  amount  of  the
dividend  (which  has  historically  been  $0.75  per  share  on  a
quarterly  basis or $3.00 per share on an annual basis) represented
payment  of the regular fourth quarter dividend of $0.75 per  share
and  a prepayment of the annual 2011 and 2012 dividends ($3.00  per
share  per year).  Seaboard does not intend to declare any  further
dividends  for the years 2011 and 2012. As discussed in Note  8  of
the consolidated financial statements appearing on pages 45 and  46
of the Seaboard Corporation Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13  to  this  Report  (which discussion is incorporated  herein  by
reference),  Seaboard's ability to declare  and  pay  dividends  is
subject  to limitations imposed by the note agreements referred  to
there.

Seaboard  has  not  established  any equity  compensation  plans  or
individual agreements for its employees under which Seaboard  common
stock,  or  options,  rights or warrants with  respect  to  Seaboard
common stock, may be granted.

 17

There  were  no purchases made by or on behalf of Seaboard  or  any
"affiliated  purchaser"  (as defined by  applicable  rules  of  the
Commission) of shares of Seaboard's common stock during the  fourth
quarter of the fiscal year covered by this report.

In  addition  to  the  information provided above,  the  information
required  by Item 5 of Form 10-K is incorporated herein by reference
to  (a)  the  information  under "Stockholder  Information  -  Stock
Listing," (b) the dividends per common share information and closing
market  price  range per common share information  under  "Quarterly
Financial  Data" and (c) the information under "Company  Performance
Graph"  appearing on pages 60, 10 and 9, respectively, of Seaboard's
Annual  Report to Stockholders furnished to the Commission  pursuant
to Rule 14a-3(b) and attached as Exhibit 13 to this report.

Item 6.  Selected Financial Data

The  information  required by Item 6 of Form 10-K  is  incorporated
herein  by  reference to the "Summary of Selected  Financial  Data"
appearing  on  page 8 of Seaboard's Annual Report  to  Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and  attached
as Exhibit 13 of this Report.

Item   7.    Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

The  information  required by Item 7 of Form 10-K  is  incorporated
herein  by  reference to "Management's Discussion and  Analysis  of
Financial Condition and Results of Operations" appearing  on  pages
11 through 25 of Seaboard's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13 to this Report.

Item  7A.   Quantitative and Qualitative Disclosures  About  Market
Risk

The  information  required by Item 7A of Form 10-K is  incorporated
herein  by  reference  to  (a)  the  material  under  the  captions
"Derivative Instruments and Hedging Activities" within Note 1 and 9
of  Seaboard's Consolidated Financial Statements appearing on pages
36, 48 and 49 of Seaboard's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13  to  this  Report,  and  (b)  the  material  under  the  caption
"Derivative   Information"  within  "Management's  Discussion   and
Analysis   of   Financial  Condition  and  Results  of  Operations"
appearing  on  pages  24  and  25 of Seaboard's  Annual  Report  to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this Report.

Item 8.  Financial Statements and Supplementary Data

The  information  required by Item 8 of Form 10-K  is  incorporated
herein  by  reference  to  Seaboard's "Quarterly  Financial  Data,"
"Report   of   Independent  Registered  Public  Accounting   Firm,"
"Consolidated   Statements  of  Earnings,"  "Consolidated   Balance
Sheets,"  "Consolidated  Statements of Cash  Flows,"  "Consolidated
Statements  of  Changes  in  Equity"  and  "Notes  to  Consolidated
Financial Statements" appearing on page 10 and pages 27 through  59
of  Seaboard's  Annual  Report  to Stockholders  furnished  to  the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this Report.

Item   9.   Changes  in  and  Disagreements  with  Accountants   on
Accounting and Financial Disclosure

Not applicable.

Item 9A.  Controls and Procedures

Evaluation  of Disclosure Controls and Procedures - As of  December
31,  2010, Seaboard's management has evaluated, under the direction
of   our   chief  executive  and  chief  financial  officers,   the
effectiveness of Seaboard's disclosure controls and procedures,  as
defined in Exchange Act rule 13a - 15(e).  Based upon and as of the
date  of  that  evaluation, Seaboard's chief  executive  and  chief
financial  officers  concluded that Seaboard's disclosure  controls
and  procedures were effective to ensure that information  required
to  be  disclosed  in the reports it files and  submits  under  the
Securities  Exchange Act of 1934 is recorded, processed, summarized
and  reported  as and when required.  It should be noted  that  any
system of disclosure controls and procedures, however well designed
and  operated,  can  provide  only reasonable,  and  not  absolute,
assurance  that the objectives of the system are met.  In addition,
the  design of any system of disclosure controls and procedures  is
based  in  part  upon  assumptions about the likelihood  of  future
events.   Due to these and other inherent limitations of  any  such
system,  there  can  be no assurance that any  design  will  always
succeed  in  achieving its stated goals under all potential  future
conditions.

Management's Report on Internal Control Over Financial Reporting  -
Information   required   by  Item  9A  of  Form   10-K   concerning
management's  report on Seaboard's internal control over  financial
reporting,   as   defined  in  Exchange  Act  rule   13a-15(f)   is
incorporated herein by reference to Seaboard's "Management's Report
on  Internal Control over Financial Reporting"

 18

appearing on page 26 of  Seaboard's Annual  Report  to Stockholders
furnished  to the Commission pursuant to Rule 14a-3(b) and attached
as Exhibit 13  to this report.

Registered   Public   Accounting  Firm's   Attestation   Report   -
Information  required by Item 9A of Form 10-K with respect  to  the
registered   public   accounting  firm's  attestation   report   on
Seaboard's   internal   controls  over   financial   reporting   is
incorporated   herein  by  reference  to  "Report  of   Independent
Registered  Public  Accounting  Firm"  appearing  on  page  27   of
Seaboard's   Annual  Report  to  Stockholders  furnished   to   the
Commission pursuant to Rule 14-3(b) and attached as Exhibit  13  to
this report.

Change  in  Internal  Controls  -  There  has  been  no  change  in
Seaboard's internal control over financial reporting that  occurred
during  the  fiscal  quarter  ended  December  31,  2010  that  has
materially affected, or is reasonably likely to materially  affect,
Seaboard's internal control over financial reporting.

Item 9B.  Other Information

None

                             PART III

Item 10.  Directors, Executive Officers and Corporate Governance

We  refer  you  to  the  information under the  caption  "Executive
Officers   of  Registrant"  appearing  immediately  following   the
disclosure in Item 4 of Part I of this report.

Seaboard  has  a  Code of Ethics Policy (the Code)  for  directors,
officers  (including our chief executive officer,  chief  financial
officer,   chief   accounting  officer,  controller   and   persons
performing  similar functions) and employees.  Seaboard has  posted
the  Code on its internet website, www.seaboardcorp.com, under  the
"About  Us"  tab  and  intends to disclose any future  changes  and
waivers to the Code by posting such information on that website.

In  addition  to  the information provided above,  the  information
required  by  Item  10  of  Form 10-K  is  incorporated  herein  by
reference  to (a) the disclosure relating to directors under  "Item
1:   Election  of  Directors" appearing on pages  5  through  7  of
Seaboard's  definitive proxy statement filed pursuant to Regulation
14A  for  the  2010  annual  meeting of Stockholders  ("2011  Proxy
Statement"),  (b)  the  disclosure  relating  to  Seaboard's  audit
committee  and "audit committee financial expert" and its  director
nomination  procedures  under "Board of  Directors  Information  --
Committees  of  the  Board  --  Audit  Committee"   and  "Board  of
Directors Information -- Director Nominations" appearing  on  pages
8  and  9  of  the  2011  Proxy  Statement,  and (c) the disclosure
relating  to  late filings of reports required under Section  16(a)
of  the  Securities   Exchange   Act  of 1934 under  "Section 16(a)
Beneficial Ownership Reporting Compliance" appearing on  page 27 of
the  2011 Proxy Statement.

Item 11.  Executive Compensation

The  information  required by Item 11 of Form 10-K is  incorporated
herein  by reference to (a) the disclosure relating to compensation
of  directors under "Board of Directors Information -- Compensation
of  Directors"  and "Employment Arrangements with  Named  Executive
Officers" appearing on page 9 and pages 12 and 13 of the 2011 Proxy
Statement,  and  (b)  the disclosure relating  to  compensation  of
executive   officers  under  "Executive  Compensation   and   Other
Information,"   "Benefit   Plans"   and   "Compensation   Committee
Interlocks  and  Insider  Participation,"  "Compensation  Committee
Report"  and  "Compensation Discussion and Analysis"  appearing  on
pages  10  and  11  and  pages 13 through  22  of  the  2011  Proxy
Statement.

Item  12.   Security  Ownership of Certain  Beneficial  Owners  and
Management and Related Stockholder Matters

Seaboard  has  not  established any equity  compensation  plans  or
individual agreements for its employees under which Seaboard common
stock,  or  options,  rights or warrants with respect  to  Seaboard
common stock may be granted.

In  addition  to  the information provided above,  the  information
required  by  Item  12  of   Form 10-K is  incorporated  herein  by
reference  to  the  disclosure under "Principal  Stockholders"  and
"Share Ownership of Management and Directors" appearing on pages  3
through 5 of the 2011 Proxy Statement.

 19

Item  13.   Certain  Relationships and  Related  Transactions,  and
Director Independence

The  information  required by Item 13 of Form 10-K is  incorporated
herein by reference to the disclosure under "Compensation Committee
Interlocks and Insider Participation" appearing on page 22  of  the
2011  Proxy Statement, and the disclosure under "Board of Directors
Information  -  Controlled Corporation"  and  "Board  of  Directors
Information - Committees of the Board" appearing on pages 7  and  8
of the 2011 Proxy Statement.

Item 14.  Principal Accounting Fees and Services

The  information  required by Item 14 of Form 10-K is  incorporated
herein  by  reference to the disclosure under "Item 2 Selection  of
Independent Auditors" appearing on pages 25 through 27 of the  2011
Proxy Statement.

                              PART IV

Item 15.  Exhibits, Financial Statement Schedules

(a)  The following documents are filed as part of this report:

  1.Consolidated financial statements.

     See Index to Consolidated Financial Statements on page F-1.

  2.Consolidated financial statement schedules.

     See Index to Consolidated Financial Statements on page F-1.

  3.Exhibits.

     3.1 Seaboard's    Restated   Certificate   of   Incorporation.
         Incorporated  herein  by  reference  to  Exhibit  3.1   of
         Seaboard's Form 10-Q for the quarter ended April 4, 2009.

     3.2 Seaboard's  By-laws, as amended.  Incorporated  herein  by
         reference  to  Exhibit  3.2 of Seaboard's  Form  10-K  for
         fiscal year ended December 31, 2005.

     4.1 Seaboard Corporation Note Purchase Agreement dated  as  of
         September 30, 2002 between Seaboard and various purchasers
         as   listed  in  the  exhibit.   Incorporated  herein   by
         reference to Exhibit 4.3 of Seaboard's Form 10-Q  for  the
         quarter ended September 28, 2002.

     4.2 Seaboard Corporation $7,500,000 6.21% Senior Note,  Series
         C,  due  September 30, 2012  issued pursuant to  the  Note
         Purchase  Agreement described above.  Incorporated  herein
         by  reference to Exhibit 4.6 of Seaboard's Form  10-Q  for
         the quarter ended September 28, 2002.

     4.3 Seaboard Corporation $31,000,000 6.92% Senior Note, Series
         D,  due  September 30, 2012  issued pursuant to  the  Note
         Purchase  Agreement described above.  Incorporated  herein
         by  reference to Exhibit 4.7 of Seaboard's Form  10-Q  for
         the quarter ended September 28, 2002.

     4.4 Amended and Restated Terminal Agreement between Miami-Dade
         County  and  Seaboard  Marine  Ltd.  for  Marine  Terminal
         Operations,  dated May 30, 2008.  Incorporated  herein  by
         reference to Exhibit 10.1 of Seaboard's Form 8-K dated May
         30, 2008.

     4.5 Amended  and  Restated Credit Agreement between  Borrowers
         and   Bank   of  America,  N.A.,  dated  July   10,   2008
         ($300,000,000 revolving credit facility expiring July  10,
         2013).   Incorporated herein by reference to Exhibit  10.1
         of Seaboard's Form 8-K dated July 10, 2008.

     4.6 Amendment No. 1 to Credit Agreement between Borrowers  and
         Bank of America N.A., dated December 17, 2010.

 20

   10.1* Seaboard  Corporation  409A  Executive   Retirement   Plan
         Amended and Restated Effective January 1, 2009 and   dated
         December 22, 2008,  amending  and  restating  the Seaboard
         Corporation Executive  Retirement Plan, 2005 Amendment and
         Restatement dated March 6, 2006.  Incorporated  herein  by
         reference  to  Exhibit  10.1 of  Seaboard's  Form 10-K for
         fiscal year ended December 31, 2008.

   10.2* Seaboard Corporation Executive  Deferred Compensation Plan
         as  Amended  and  Restated  Effective  January 1, 2009 and
         dated  December 22, 2008,  amending   and   restating  the
         Seaboard Corporation  Executive Deferred Compensation Plan
         dated December 29, 2005.  Incorporated herein by reference
         to  Exhibit 10.2 of  Seaboard's  Form 10-K for fiscal year
         ended December 31, 2008.

   10.3* Seaboard  Corporation  Executive  Retirement  Plan   Trust
         dated  November  5, 2004 between Seaboard Corporation  and
         Robert  L.  Steer  as  trustee.   Incorporated  herein  by
         reference to Exhibit 10.2 of Seaboard's Form 10-Q for  the
         quarter ended October 2, 2004.

   10.4* Seaboard   Corporation  Investment   Option   Plan   dated
         December  18,  2000.  Incorporated herein by reference  to
         Exhibit 10.7 of Seaboard's Form 10-K for fiscal year ended
         December 31, 2000.

   10.5  Marketing  Agreement dated February 2, 2004 by  and  among
         Seaboard Corporation, Seaboard Farms, Inc., Triumph  Foods
         LLC, and for certain limited purposes only, the members of
         Triumph  Foods LLC.  Incorporated herein by  reference  to
         Exhibit  10.2  of  Seaboard's Form 8-K dated  February  3,
         2004.

   10.6* Seaboard  Corporation  Retiree  Medical  Benefit  Plan  as
         Amended  and Restated Effective January 1, 2009 and  dated
         December  22,  2008, amending and restating  the  Seaboard
         Corporation  Retiree Medical Benefit Plan dated  March  4,
         2005.  Incorporated herein by reference to Exhibit 10.6 of
         Seaboard's  Form 10-K for fiscal year ended  December  31,
         2008.

   10.7* Seaboard   Corporation    Executive    Officers'     Bonus
         Policy.  Incorporated herein by reference to Exhibit 10.10
         of Seaboard's Form 10-K for fiscal year ended December 31,
         2005.

   10.8* Employment  Agreement  between  Seaboard  Corporation  and
         Steven  J. Bresky dated July 1, 2005.  Incorporated herein
         by  reference to Exhibit 10.1 of Seaboard's Form 10-Q  for
         the quarter ended July 2, 2005.

   10.9* Employment  Agreement  between  Seaboard  Corporation  and
         Robert  L. Steer dated July 1, 2005.  Incorporated  herein
         by  reference to Exhibit 10.2 of Seaboard's Form 10-Q  for
         the quarter ended July 2, 2005.

  10.10* Employment  Agreement  between  Seaboard  Farms, Inc.  and
         Rodney  K.  Brenneman  dated July 1,  2005.   Incorporated
         herein by reference to Exhibit 10.3 of Seaboard's Form 10-
         Q for the quarter ended July 2, 2005.

  10.11* Employment  Agreement  between  Seaboard  Corporation  and
         Edward  A.  Gonzalez  dated July  1,  2005.   Incorporated
         herein by reference to Exhibit 10.14 of Seaboard's Form 10-
         K for fiscal year ended December 31, 2006.

  10.12* Seaboard      Corporation      Nonqualified       Deferred
         Compensation  Plan  Effective January 1,  2009  and  dated
         December  22,  2008, amending and restating  the  Seaboard
         Corporation Nonqualified Deferred Compensation Plan  dated
         December  29,  2005.  Incorporated herein by reference  to
         Exhibit  10.12  of Seaboard's Form 10-K  for  fiscal  year
         ended December 31, 2008.

  10.13* Amendment   to   Employment  Agreement   between  Seaboard
         Corporation and Edward A. Gonzalez dated August  8,  2006.
         Incorporated  herein  by  reference  to  Exhibit  10.1  of
         Seaboard's Form 10-Q for the quarter ended July 1, 2006.

  10.14* Employment   Agreement    between    Seaboard     Overseas
         Trading  Group  and David M. Dannov dated  July  1,  2006.
         Incorporated  herein  by reference  to  Exhibit  10.17  of
         Seaboard's  Form 10-K for fiscal year ended  December  31,
         2006.

 21

  10.15* Second    Amendment    to   Employment  Agreement  between
         Seaboard Corporation and Edward A. Gonzalez dated  January
         17,  2007.   Incorporated herein by reference  to  Exhibit
         10.18  of  Seaboard's  Form 10-K  for  fiscal  year  ended
         December 31, 2006.

  10.16* First   Amendment   to   Employment   Agreement    between
         Seaboard  Corporation and Steven J. Bresky dated  December
         15,  2008.  Incorporated herein by  reference  to  Exhibit
         10.16  of  Seaboard's  Form 10-K  for  fiscal  year  ended
         December 31, 2008.

  10.17* First   Amendment   to   Employment   Agreement    between
         Seaboard  Corporation and Robert L. Steer  dated  December
         15,  2008.   Incorporated herein by reference  to  Exhibit
         10.17  of  Seaboard's  Form 10-K  for  fiscal  year  ended
         December 31, 2008.

  10.18* First   Amendment   to   Employment   Agreement    between
         Seaboard Foods LLC, formerly known as Seaboard Farms Inc.,
         and   Rodney  K.  Brenneman  dated  December   15,   2008.
         Incorporated  herein  by reference  to  Exhibit  10.18  of
         Seaboard's  Form 10-K for fiscal year ended  December  31,
         2008.

  10.19* Third   Amendment   to   Employment   Agreement    between
         Seaboard Marine Ltd. and Edward A. Gonzalez dated December
         15,  2008.   Incorporated herein by reference  to  Exhibit
         10.19  of  Seaboard's  Form 10-K  for  fiscal  year  ended
         December 31, 2008.

  10.20* First   Amendment   to   Employment   Agreement    between
         Seaboard Overseas Trading Group and David M. Dannov  dated
         December  15,  2008.  Incorporated herein by reference  to
         Exhibit  10.20  of Seaboard's Form 10-K  for  fiscal  year
         ended December 31, 2008.

  10.21  Asset     Purchase    Agreement     by      and      among
         Transcontinental  Capital Corporation (Bermuda)  Ltd.  (as
         Seller),  Seaboard  Corporation  (as  Seller-Parent)   and
         Pueblo  Viejo Dominicana Corporation (as Buyer), dated  as
         of  September 23, 2008.  Incorporated herein by  reference
         to  Exhibit 10.21 of Seaboard's Form 10-K for fiscal  year
         ended December 31, 2008.

  10.22  Amendment   to    Asset    Purchase    Agreement    amount
         Transcontinental  Capital  Corporation   (Bermuda)   Ltd.,
         Seaboard Corporation and Pueblo Viejo dated as of March 2,
         2009.   Incorporated herein by reference to Exhibit  10.22
         of Seaboard's Form 10-K for fiscal year ended December 31,
         2008.

  10.23* Seaboard    Corporation     Cash     Balance     Executive
         Retirement  Plan  effective  January  1,  2009  and  dated
         December  18,  2009.  Incorporated herein by reference  to
         Exhibit  10.23  of Seaboard's Form 10-K  for  fiscal  year
         ended December 31, 2009.

  10.24* Seaboard   Marine Ltd. 401(k)  Excess    Plan    effective
         January 1, 2009 and dated December 18, 2009.  Incorporated
         herein by reference to Exhibit 10.2 of Seaboard's Form 10-
         K for fiscal year ended December 31, 2009.

  10.25* Amendment    No.  1   to  the  Seaboard  Corporation  Non-
         Qualified Deferred Compensation Plan effective January  1,
         2009 and dated December 17, 2009.  Incorporated herein  by
         reference  to  Exhibit 10.2 of Seaboard's  Form  10-K  for
         fiscal year ended December 31, 2009.

  10.26  Engineering,    Procurement   and   Construction  Contract
         dated  as  of  August  17, 2010 by  and  between  Seaboard
         Corporation and Wartsila Finland OY.  Incorporated  herein
         by  reference to Exhibit 10.1 of Seaboard's Form 10-Q  for
         the quarter ended October 2, 2010.

  10.27  Purchase  Agreement  by  and  among  Seaboard Corporation,
         Maxwell  Farms,  LLC,  Goldsboro Milling  Company  and  GM
         Acquisition, LLC as of September 9, 2010.

     13  Sections of Annual Report to security holders specifically
         incorporated herein by reference herein.

     21  List of subsidiaries.

   31.1  Certification of the Chief Executive Officer  Pursuant  to
         Exchange   Act  Rules  13a-14(a)/15d-14(a),   as   Adopted
         Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2  Certification of the Chief Financial Officer  Pursuant  to
         Exchange   Act  Rules  13a-14(a)/15d-14(a),   as   Adopted
         Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 22

   32.1  Certification of the Chief Executive Officer  Pursuant  to
         18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

   32.2  Certification of the Chief Financial Officer  Pursuant  to
         18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

  *  Management contract or compensatory plan or arrangement.

(b)  Exhibits.

See exhibits identified above under Item 15(a)3.

(c)  Financial Statement Schedules.

See  financial  statement  schedules identified  above  under  Item
15(a)2.

 23

                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                      SEABOARD CORPORATION

By /s/Steven J. Bresky                  By  /s/Robert L. Steer
   Steven J. Bresky, President and      Robert L. Steer, Senior Vice President,
   Chief Executive Officer              Chief Financial Officer (principal
   (principal executive officer)        financial officer)

Date: March 9, 2011                     Date: March 9, 2011



By /s/John A. Virgo
   John A. Virgo, Vice President, Corporate
   Controller and Chief Accounting Officer
   (principal accounting officer)

Date: March 9, 2011



Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this report has been signed below by the following persons
on  behalf  of registrant and in the capacities and on the  dates
indicated.

By /s/Steven J. Bresky                  By  /s/Edward I. Shifman, Jr.
   Steven J. Bresky, Director and           Edward I. Shifman, Jr., Director
   Chairman of the Board

Date: March 9, 2011                     Date: March 9, 2011



By /s/David A. Adamsen                  By  /s/Joseph E. Rodrigues
   David A. Adamsen, Director               Joseph E. Rodrigues, Director

Date: March 9, 2011                     Date: March 9, 2011



By /s/Douglas W. Baena
   Douglas W. Baena, Director

Date:  March 9, 2011

 24





              SEABOARD CORPORATION AND SUBSIDIARIES
     Index to Consolidated Financial Statements and Schedule
                      Financial Statements


                                                           Stockholders'
                                                         Annual Report Page

Report of Independent Registered Public Accounting Firm          27

Consolidated Statement of Earnings for the years
 ended December 31, 2010, December 31, 2009 and
 December 31, 2008                                               29

Consolidated Balance Sheets as of December 31, 2010
 and December 31, 2009                                           30

Consolidated Statement of Cash Flows for the years
 ended December 31, 2010, December 31, 2009 and
 December 31, 2008                                               31

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2010, December 31, 2009 and
 December 31, 2008                                               32

Notes to Consolidated Financial Statements                       33

The foregoing is incorporated herein by reference.

The   individual  financial  statements  of  the  nonconsolidated
affiliates, which would be required if each such affiliate were a
Registrant,  are  omitted because (a) Seaboard's  and  its  other
subsidiaries'  investments in and advances to such affiliates  do
not  exceed  20% of the total assets as shown by the most  recent
consolidated  balance  sheet and (b)  Seaboard's  and  its  other
subsidiaries'  equity  in the earnings before  income  taxes  and
extraordinary items of the affiliates does not exceed 20% of such
income of Seaboard and consolidated subsidiaries compared to  the
average income for the last five fiscal years.

Combined   condensed   financial  information   as   to   assets,
liabilities  and  results of operations have been  presented  for
nonconsolidated   affiliates  in  Note  5  of   "Notes   to   the
Consolidated Financial Statements."

II - Valuation and Qualifying Accounts for the years ended
     December 31, 2010, 2009 and 2008                 F-3

All  other  schedules are omitted as the required information  is
inapplicable  or the information is presented in the consolidated
financial statements or related consolidated notes.

 F-1

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Seaboard Corporation:

Under  date  of  March 9, 2011, we reported on  the  consolidated
balance  sheets  of  Seaboard Corporation and  subsidiaries  (the
Company)  as  of  December 31, 2010 and  2009,  and  the  related
consolidated statements of earnings, changes in equity, and  cash
flows  for  each  of  the  years in the three-year  period  ended
December 31, 2010, as contained in the annual report on Form 10-K
for  the  year  2010.   In  connection with  our  audits  of  the
aforementioned consolidated financial statements, we also audited
the  related consolidated financial statement schedule as  listed
in  the accompanying index.  This financial statement schedule is
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to  express  an  opinion  on  this  financial
statement schedule based on our audits.

In   our   opinion,  such  financial  statement  schedule,   when
considered  in  relation  to  the  basic  consolidated  financial
statements  taken as a whole, presents fairly,  in  all  material
respects, the information set forth therein.


                                   KPMG LLP

Kansas City, Missouri
March 9, 2011

 F-2




                                                      Schedule II

              SEABOARD CORPORATION AND SUBSIDIARIES
                Valuation and Qualifying Accounts
                         (In Thousands)



                                           Balance at     Provision     Net deductions   Balance at
                                       beginning of year     (1)              (2)        end of year
                                                                               
Year ended December 31, 2010:

  Allowance for doubtful accounts          $ 7,330          2,771          (1,931)         $ 8,170

Year ended December 31, 2009:

  Allowance for doubtful accounts          $ 7,303          2,088          (2,061)         $ 7,330

Year ended December 31, 2008:

  Allowance for doubtful accounts          $ 8,060            776          (1,533)         $ 7,303


(1)  The allowance for doubtful accounts provision is charged to selling, general and administrative expenses.

(2)  Includes write-offs net of recoveries and currency translation adjustments.



 F-3

EX-4.6

               AMENDMENT NO. 1 TO CREDIT AGREEMENT

     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"),
dated  as  of  December 17, 2010 is made by  and  among  SEABOARD
CORPORATION,  a  Delaware  corporation (the  "Company"),  CERTAIN
SUBSIDIARIES  OF THE COMPANY (each a "Designated  Borrower"  and,
together  with  the Company, the "Borrowers"), BANK  OF  AMERICA,
N.A.,   as   administrative  agent   (in   such   capacity,   the
"Administrative  Agent"),  and  each  of  the  Lenders  signatory
hereto.  Capitalized terms used but not otherwise defined  herein
have  the  respective meanings ascribed to  them  in  the  Credit
Agreement as defined below.

                      W I T N E S S E T H:

     WHEREAS,  the  Borrowers, Bank of America, as Administrative
Agent,  Swing  Line Lender and L/C Issuer, and the  Lenders  have
entered  into that certain Amended and Restated Credit  Agreement
dated as of July 10, 2008 (as hereby amended and as from time  to
time hereafter further amended, modified, supplemented, restated,
or  amended  and restated, the "Credit Agreement"),  pursuant  to
which  the  Lenders  have  made  available  to  the  Borrowers  a
revolving   credit  facility,  including  a  letter   of   credit
subfacility and a swing line subfacility; and

     WHEREAS,    the   Borrowers   have   requested   that    the
Administrative  Agent  and  the Required  Lenders  amend  certain
provisions  of  the Credit Agreement as set forth  in  Section  1
below; and

     WHEREAS,  the Administrative Agent and the Lenders signatory
hereto  are  willing to effect such amendments on the  terms  and
conditions as set forth herein;

     NOW,  THEREFORE, in consideration of the foregoing  and  for
other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree  as
follows:

     1.   Amendments to Credit Agreement.  Subject to the terms and
conditions  set  forth  herein, the Credit  Agreement  is  hereby
amended as follows:

          (a)   The  definition  of  "Priority  Indebtedness"  in
     Section  1.02 of the Credit Agreement is amended by deleting
     the  reference  to "Section 7.01(n)" and inserting  "Section
     7.01(p)" in lieu thereof.

          (b)  Section 7.01(o) of the Credit Agreement is deleted
     in  its entirety and the following new Sections 7.01(o)  and
     (p) are inserted in lieu thereof:

               (o)   Liens  on  the barge securing the  financing
          obtained  by  Transcontinental Capital Corp.  (Bermuda)
          Ltd. in connection with the purchase of a 106 MW barge-
          mounted power plant in the Dominican Republic; and

               (p)  Liens not otherwise permitted by this Section
          7.01;   provided,   that  the   aggregate   amount   of
          Indebtedness secured by Liens permitted by this  clause
          (p)  shall  not at any time, when added  to  all  other
          Priority   Indebtedness,  exceed  10%  of  Consolidated
          Tangible Net Worth determined at such time.




          (c)  Section 7.03(i) of the Credit Agreement is amended
     by deleting "Ingenio v Refineria San Martin del Tabacal" and
     inserting "Transcontinental Capital Corp. (Bermuda) Ltd." in
     lieu thereof.

     2.   Conditions Precedent.  The effectiveness of this
Amendment is subject to the satisfaction of the following
conditions precedent:

          (a)   the Administrative Agent shall have received each
     of  the  following  documents or  instruments  in  form  and
     substance reasonably acceptable to the Administrative Agent:

               (i)   one  or more counterparts of this Amendment,
          duly  executed  by  the Borrowers,  the  Administrative
          Agent and the Required Lenders;

               (ii)  such other documents, instruments, opinions,
          certifications,  undertakings, further  assurances  and
          other   matters  as  the  Administrative  Agent   shall
          reasonably require; and

          (b)   unless  waived by the Administrative  Agent,  all
     fees  and  expenses  of  the Administrative  Agent  and  the
     Lenders  (including  the reasonable  fees  and  expenses  of
     counsel  to the Administrative Agent to the extent  invoiced
     prior  to the date hereof) in connection with this Amendment
     shall  have  been paid in full (without prejudice  to  final
     settling of accounts for such fees and expenses).

     3.   Reaffirmation by each of the Borrowers.  Each of the
Borrowers hereby consents, acknowledges and agrees to the
amendments of the Credit Agreement set forth herein.

     4.   Representations and Warranties.  In order to induce the
Administrative  Agent  and  the  Lenders  to  enter   into   this
Amendment,   the   Borrowers  represent  and   warrant   to   the
Administrative Agent and the Lenders as follows:

          (a)   The  representations and warranties  of  (i)  the
     Borrowers  contained in Article V and (ii) each  Loan  Party
     contained  in  each other Loan Document or in  any  document
     furnished  at  any time under or in connection  herewith  or
     therewith, shall be true and correct on and as of  the  date
     hereof,  except to the extent that such representations  and
     warranties specifically refer to an earlier date,  in  which
     case they shall be true and correct as of such earlier date,
     and   except  that  for  purposes  of  this  Amendment,  the
     representations and warranties contained in subsections  (a)
     and (b) of Section 5.05 shall be deemed to refer to the most
     recent statements furnished pursuant to clauses (a) and (b),
     respectively, of Section 6.01.

          (b)   Since  the  date  of  the most  recent  financial
     reports of the Company delivered pursuant to Section 6.01(a)
     of  the  Credit  Agreement,  there  has  been  no  event  or
     circumstance  that  has  resulted  or  could  reasonably  be
     expected to result in a Material Adverse Effect.

          (c)  No Default or Event of Default has occurred and is
     continuing.

 2

     5.    Entire Agreement.  This Amendment, together  with  all
the Loan Documents (collectively, the "Relevant Documents"), sets
forth  the  entire  understanding and agreement  of  the  parties
hereto  in  relation to the subject matter hereof and  supersedes
any  prior negotiations and agreements among the parties relative
to such subject matter.  No promise, condition, representation or
warranty,  express or implied, not herein set forth,  shall  bind
any  party  hereto  and not one of them has relied  on  any  such
promise,  condition,  representation or warranty.   Each  of  the
parties  hereto acknowledges that, except as otherwise  expressly
stated  in the Relevant Documents, no representations, warranties
or  commitments, express or implied, have been made by any  party
to  the other.  None of the terms or conditions of this Amendment
may be changed, modified, waived or canceled orally or otherwise,
except  as  permitted  pursuant to Section 10.01  of  the  Credit
Agreement.

     6.    Full Force and Effect of Amendment.  Except as  hereby
specifically  amended,  modified  or  supplemented,  the   Credit
Agreement  and all other Loan Documents are hereby confirmed  and
ratified  in all respects by each party hereto and shall  be  and
remain  in  full  force and effect according to their  respective
terms.

     7.    Counterparts.  This Amendment may be executed  in  any
number of counterparts, each of which shall be deemed an original
as  against any party whose signature appears thereon, and all of
which  shall  together  constitute one and the  same  instrument.
Delivery of an executed counterpart of a signature page  of  this
Amendment by telecopy, facsimile or other electronic transmission
(including  .PDF) shall be effective as delivery  of  a  manually
executed counterpart of this Amendment.

     8.   Governing Law.  This Amendment shall in all respects be
governed  by, and construed in accordance with the  laws  of  the
State of New York.

     9.     Enforceability.   Should  any  one  or  more  of  the
provisions  of  this Amendment be determined  to  be  illegal  or
unenforceable as to one or more of the parties hereto, all  other
provisions nevertheless shall remain effective and binding on the
parties hereto.

     10.    References.   All  references  in  any  of  the  Loan
Documents  to  the  "Credit  Agreement"  shall  mean  the  Credit
Agreement as amended hereby.

     11.   Successors  and  Assigns.   This  Amendment  shall  be
binding  upon  and  inure to the benefit of  the  Borrowers,  the
Administrative  Agent  and  each  of  the  Lenders,   and   their
respective   successors,   assigns  and  legal   representatives;
provided, however, that no Borrower, without the prior consent of
the  Required Lenders, may assign any rights, powers,  duties  or
obligations hereunder.

                    [Signature pages follow.]

 3

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
instrument  to  be  made, executed and delivered  by  their  duly
authorized officers as of the day and year first above written.

                              BORROWERS:

                              SEABOARD CORPORATION

                              By:     /s/ Robert L. Steer
                              Name:   Robert L. Steer
                              Title:  Senior Vice President and CFO

                              MERRIAM FINANCIAL SERVICES, LTD.

                              By:     /s/ Robert L. Steer
                              Name:   Robert L. Steer
                              Title:  Vice President



                              ADMINISTRATIVE AGENT:
                              BANK OF AMERICA, N.A., as
                              Administrative Agent

                              By:     /s/ Joan Mok-Lau
                              Name:   Joan Mok-Lau
                              Title:  Vice President



                              LENDERS:

                              BANK OF AMERICA, N.A., as a Lender,
                              L/C Issuer and Swing Line Lender

                              By:     /s/ David L. Catherall
                              Name:   David L. Catherall
                              Title:  Senior Vice President



                              COBANK, ACB

                              By:     /s/ Alan V. Schuler
                              Name:   Alan V. Schuler
                              Title:  Vice President



                              U.S. AGBANK, FCB, as disclosed
                              agent

                              By:     /s/ Travis W. Ball
                              Name:   Travis W. Ball
                              Title:  Vice President



                              COOPERATIEVE CENTRALE RAIFFEISEN-
                              BOERENLEENBANK, B.A., "RABOBANK
                              NEDERLAND", NEW YORK BRANCH

                              By:     /s/ Robert M. Mandula
                              Name:   Robert M. Mandula
                              Title:  Managing Director

                              By:     /s/ Izumi Fukushima
                              Name:   Izumi Fukushima
                              Title:  Executive Director



                              SUNTRUST BANK

                              By:     /s/ M. Gabe Bonfield
                              Name:   M. Gabe Bonfield
                              Title:  Vice President



                              THE BANK OF NEW YORK MELLON

                              By:     /s/ Donald G. Cassidy, Jr.
                              Name:   Donald G. Cassidy, Jr.
                              Title:  Managing Director

EX-10.27

                       PURCHASE AGREEMENT

                          by and among

                      SEABOARD CORPORATION,

                       MAXWELL FARMS, LLC,

                    GOLDSBORO MILLING COMPANY

                               and

                       GM ACQUISITION, LLC

                     As of September 9, 2010






                        TABLE OF CONTENTS
                                                                  Page


ARTICLE I.      CONSTRUCTION; DEFINITIONS                            1
   Section 1.1  Definitions                                          1
   Section 1.2  Other Definitions                                   14
   Section 1.3  Construction                                        16
   Section 1.4  Accounting Terms                                    16


ARTICLE II.     PURCHASE AND SALE                                   16
   Section 2.1  Maxwell Closing                                     16
   Section 2.2  Seaboard Closing                                    18
   Section 2.3  Further Assurances                                  18


ARTICLE III.    CLOSING DATE STATEMENTS; ADJUSTMENTS                18
   Section 3.1  Closing Date Statements                             18
   Section 3.2  Adjustment of Maxwell Purchase Price                19
   Section 3.3  Goldsboro Parties Release                           21


ARTICLE IV.     REPRESENTATIONS AND WARRANTIES RELATED TO THE
                COMPANY                                             21
   Section 4.1  Organization                                        21
   Section 4.2  Authorization                                       21
   Section 4.3  Capital Structure                                   22
   Section 4.4  Subsidiaries                                        23
   Section 4.5  Absence of Restrictions and Conflicts               23
   Section 4.6  Real Property                                       23
   Section 4.7  Title to Assets; Related Matters                    24
   Section 4.8  Inventory                                           24
   Section 4.9  Financial Statements                                25
   Section 4.10 No Undisclosed Liabilities                          25
   Section 4.11 Absence of Certain Changes                          25
   Section 4.12 Legal Proceedings                                   25
   Section 4.13 Compliance with Law                                 26
   Section 4.14 Company Contracts                                   26
   Section 4.15 Tax Returns; Taxes                                  26
   Section 4.16 Officers and Employees                              28
   Section 4.17 Company Benefit Plans                               28
   Section 4.18 Labor Relations                                     29
   Section 4.19 Insurance Policies                                  30
   Section 4.20 Environmental, Health and Safety Matters            30
   Section 4.21 Intellectual Property                               31
   Section 4.22 Software                                            33
   Section 4.23 Transactions with Affiliates                        33
   Section 4.24 Undisclosed Payments                                33

 i

   Section 4.25 Customer and Supplier Relations                     33
   Section 4.26 Notes; Accounts Receivable                          34
   Section 4.27 Licenses                                            34
   Section 4.28 Ethical Practices                                   34
   Section 4.29 Product and Service Warranties and Guaranties       35
   Section 4.30 Brokers, Finders and Investment Bankers             35
   Section 4.31 Guarantees                                          35
   Section 4.32 Financial Capability                                35
   Section 4.33 Disclosure                                          36


ARTICLE V.      REPRESENTATIONS AND WARRANTIES RELATED TO THE
                MAXWELL GROWING INTEREST                            36
   Section 5.1  Real Property                                       36
   Section 5.2  Title to Assets; Related Matters                    37
   Section 5.3  Inventory                                           37
   Section 5.4  No Other Assumed Liabilities                        37
   Section 5.5  Legal Proceedings                                   37
   Section 5.6  Compliance with Law                                 38
   Section 5.7  Maxwell Growing Interest Contracts                  38
   Section 5.8  Officers and Employees                              39
   Section 5.9  MGI Benefit Plans                                   39
   Section 5.10 Labor Relations                                     40
   Section 5.11 Insurance Policies                                  40
   Section 5.12 Environmental, Health and Safety Matters            41
   Section 5.13 Intellectual Property                               42
   Section 5.14 Software                                            42
   Section 5.15 Transactions with Affiliates                        43
   Section 5.16 Undisclosed Payments                                43
   Section 5.17 Supplier Relations                                  43
   Section 5.18 Licenses                                            43


ARTICLE VI.     REPRESENTATIONS AND WARRANTIES RELATED TO THE
                GOLDSBORO PARTIES                                   44
   Section 6.1  Authorization                                       44
   Section 6.2  Absence of Restrictions and Conflicts               44
   Section 6.3  Ownership of Equity                                 44
   Section 6.4  Legal Proceedings                                   45


ARTICLE VII.    REPRESENTATIONS AND WARRANTIES OF THE
                PURCHASER                                           45
   Section 7.1  Organization                                        45
   Section 7.2  Authorization                                       45
   Section 7.3  Absence of Restrictions and Conflicts               45
   Section 7.4  Financial Capability                                46


ARTICLE VIII.   CERTAIN COVENANTS AND AGREEMENTS                    46
   Section 8.1  Conduct of Business by the Company                  46

 ii


   Section 8.2  Inspection and Access to Information                46
   Section 8.3  Notices of Certain Events                           47
   Section 8.4  Interim Financials                                  47
   Section 8.5  No Solicitation of Transactions                     47
   Section 8.6  Reasonable Efforts; Further Assurances; Cooperation 48
   Section 8.7  Public Announcements                                50
   Section 8.8  Supplements to Schedules                            50
   Section 8.9  Confidentiality                                     50
   Section 8.10 Tax Matters                                         50
   Section 8.11 Growing Interest Assets                             50
   Section 8.12 Seaboard Commitment Letters                         51
   Section 8.13 Commitment Fees                                     51


ARTICLE IX.     CONDITIONS TO CLOSING                               51
   Section 9.1  Conditions to Obligations of Each Party             51
   Section 9.2  Conditions to Obligations of the Purchaser          52
   Section 9.3  Conditions to Obligations of the Goldsboro Parties  54


ARTICLE X.      CLOSING                                             54
   Section 10.1 Closing                                             54
   Section 10.2 Goldsboro Parties' Closing Deliveries               54
   Section 10.3 Purchaser Closing Deliveries                        55


ARTICLE XI.     TERMINATION                                         56
   Section 11.1 Termination                                         56
   Section 11.2 Specific Performance and Other Remedies             56
   Section 11.3 Effect of Termination                               57


ARTICLE XII.    INDEMNIFICATION                                     57
   Section 12.1 Indemnification Obligations of the Goldsboro
                Parties to the Company                              57
   Section 12.2 Indemnification Obligations of the Goldsboro
                Parties to the Purchaser                            58
   Section 12.3 Indemnification Obligations of the Purchaser        58
   Section 12.4 Indemnification Procedure                           59
   Section 12.5 Claims Period                                       61
   Section 12.6 Liability Limits.                                   62
   Section 12.7 Exclusive Remedy                                    62


ARTICLE XIII.   MISCELLANEOUS PROVISIONS                            62
   Section 13.1 Notices                                             62
   Section 13.2 Assignment; Successors in Interest                  63
   Section 13.3 Captions                                            63
   Section 13.4 Controlling Law; Amendment                          63
   Section 13.5 Consent to Jurisdiction, Etc                        63
   Section 13.6 Severability                                        64
   Section 13.7 Counterparts                                        64
   Section 13.8 Enforcement of Certain Rights                       64
   Section 13.9 Waiver                                              64

 iii

   Section 13.10 Integration                                        64
   Section 13.11 Cooperation Following the Closing                  64
   Section 13.12 Transaction Costs                                  64

 iv


                       PURCHASE AGREEMENT

     THIS  PURCHASE  AGREEMENT (this "Agreement"),  dated  as  of
September 9, 2010, is made and entered into by and among SEABOARD
CORPORATION,  a  Delaware corporation (the "Purchaser"),  MAXWELL
FARMS,   LLC,   a   North  Carolina  limited  liability   company
("Maxwell"),   GOLDSBORO  MILLING  COMPANY,  a   North   Carolina
corporation  ("Goldsboro"  and, collectively  with  Maxwell,  the
"Maxwell  Group")  and  GM ACQUISITION,  LLC,  a  North  Carolina
limited liability company ("Newco" and, collectively with Maxwell
and Goldsboro, the "Goldsboro Parties" and each, individually,  a
"Goldsboro Party").  The Purchaser, Maxwell, Goldsboro and  Newco
are  sometimes individually referred to herein as a  "Party"  and
collectively as the "Parties."

                      W I T N E S S E T H:

     WHEREAS,  pursuant  to the terms of the Operating  Agreement
(the  "Operating Agreement") of Butterball, LLC, a North Carolina
limited  liability  company (the "Company")  among  the  Company,
Maxwell  and  Murphy-Brown  LLC,  a  Delaware  limited  liability
company  ("Murphy-Brown"),  dated  September  27,  2006,  Maxwell
currently  holds 51% of the outstanding Membership Interests  (as
hereinafter  defined)  of the Company and Murphy-Brown  currently
holds  49% of the outstanding Membership Interests (the  "Murphy-
Brown Membership Interest") of the Company;

     WHEREAS,  pursuant to the terms of the Operating  Agreement,
Murphy-Brown  has  delivered  a Buy/Sell  Notice  (the  "Buy/Sell
Notice"),  dated  March 15, 2010, pursuant to which  Murphy-Brown
has offered to sell the Murphy-Brown Membership Interest, the  MB
Member Note and the Murphy-Brown Growing Interest (as hereinafter
defined)  (the  Murphy-Brown Membership Interest, the  MB  Member
Note  and the Murphy-Brown Growing Interest collectively referred
to  as  the  "Murphy-Brown Butterball Interest")  to  Maxwell  in
accordance  with  the terms of the Operating  Agreement  and  the
Buy/Sell Notice; and

     WHEREAS,  the  Parties  desire to enter  into  a  series  of
transactions  as  more specifically described in  this  Agreement
pursuant   to  which  the  Purchaser  and  Maxwell   will,   upon
consummation  of  such  transactions,  each  own   50%   of   the
outstanding Membership Interests of the Company, and the  Company
will  own  the  Murphy-Brown Growing  Interest  and  the  Maxwell
Growing Interest (as hereinafter defined).

     NOW,  THEREFORE, in consideration of the foregoing  and  the
respective representations, warranties, covenants, agreements and
conditions  hereinafter set forth, and intending  to  be  legally
bound hereby, each Party hereby agrees:

                           ARTICLE I.
                    CONSTRUCTION; DEFINITIONS

     Section 1.1    Definitions.  The following terms, as used herein,
have the following meanings:

     "Additional  Maxwell  Growing  Interest  Assets"  means   an
approximately  40  acre  parcel  of  real  property  and  related
improvements  in  Sampson County, North Carolina which  Goldsboro



has  an  option  to  purchase from Coharie  Hog  Farm,  Inc.  and
portions  of  the  so  called Henderson Farm,  Shepard  Farm  and
Steven's Farm as more specifically described on Schedule 1.1(a).

     "Adjacent  Owners"  means the owners of  the  real  property
located  adjacent to the real property included  in  the  Maxwell
Growing Interest or the Murphy-Brown Growing Interest.

     "Affiliate"  of any specified Person means any other  Person
directly  or  indirectly Controlling or Controlled  by  or  under
direct or indirect common Control with such specified Person.

     "Appraisal"  means that certain joint appraisal and  report,
dated as of June 11, 2010, prepared by and among Farmers National
Company,  CB Richard Ellis and Duff and Phelps, LLC, pursuant  to
the  terms  of  Article  10 of the Operating  Agreement  and  the
instructions of Maxwell and Murphy-Brown.

     "Balance Sheet" means the audited consolidated balance sheet
of  the  Company  and  its Subsidiaries as  of  January  3,  2010
included in the Financial Statements.

     "Business"  means  the operations of  the  Company  and  its
Subsidiaries,   including  the  production  of   branded   turkey
products.

     "Business Day" means any day except Saturday, Sunday or  any
day  on  which banks are generally not open for business  in  the
City of New York, New York.

     "Butterball   Closing   Date   Indebtedness"    means    all
Indebtedness of the Company and its Subsidiaries under  the  Term
Debt  and  the  Revolver  to  the  extent  such  Indebtedness  is
outstanding as of the Closing Date prior to the payment  of  such
Indebtedness pursuant to Section 2.1(d) out of the New Butterball
Credit Facility Loan Proceeds.

     "CERCLA" means the United States Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9607 et  seq.
and the rules and regulations promulgated thereunder.

     "Claims  Period" means the period during which a  claim  for
indemnification  may  be  asserted hereunder  by  an  Indemnified
Party.

     "Closing" means the consummation of the Maxwell Closing  and
the  Seaboard  Closing  as  set forth in  Section  10.1  of  this
Agreement.

     "Closing Date" means the date on which the Closing occurs.

     "Code"  means  the United States Internal  Revenue  Code  of
1986, as amended.

     "Commercial  Software"  means  commercial  "off  the  shelf"
software  understood as third party software  that  is  generally
made  available pursuant to a "shrink wrap" license  or  that  is
otherwise commercially available to all licensees pursuant  to  a
standard end-user license.

 2

     "Commitment  Fees" means the "commitment  fees"  payable  by
Maxwell,  the Purchaser or the Company related to the  Butterball
Refinancing,  whether payable to a third party or the  Purchaser.
For  purposes  of  this definition, "commitment fees"  refers  to
fees, which are commonly referred to either as "commitment"  fees
or  "underwriter"  fees, that are paid to  ensure  that  the  New
Butterball Credit Facility Loan Proceeds will be available as  of
Closing  (including the Seaboard Commitment Fee), and "commitment
fees" will not include "arrangement fees" or other on-going  fees
related  to bank lines, which may also be payable by the  Company
in connection with the Butterball Refinancing.

     "Company   Ancillary  Documents"  means   any   certificate,
agreement,  document  or  other instrument  to  be  executed  and
delivered by the Company or any of its Subsidiaries in connection
with the transactions contemplated hereby.

     "Company  Benefit  Plan" means each  Employee  Benefit  Plan
currently sponsored or maintained or required to be sponsored  or
maintained by the Company or any of its Subsidiaries or to  which
the  Company  or  any  of  its Subsidiaries  makes,  or  has  any
obligation to make, directly or indirectly, any contributions  or
with respect to which the Company or any of its Subsidiaries has,
or might have, any other liabilities.

     "Company Contracts" means all existing written contracts and
agreements to which the Company or any of its Subsidiaries  is  a
party,  by  which  the  Company, any of its Subsidiaries  or  any
property of any of them is subject or by which the Company or any
of  its  Subsidiaries is otherwise bound (other than  the  leases
relating  to  the  Leased Real Property  set  forth  on  Schedule
4.6(c), the Employment Agreements set forth on Schedule 4.16, the
Company  Benefit  Plans  set forth on Schedule  4.17,  the  labor
agreements set forth on Schedule 4.18, and the insurance policies
set forth on Schedule 4.19) (a) involving an annual commitment or
annual  payment to or from the Company or any of its Subsidiaries
of  more  than $1,000,000 individually or (b) the termination  or
cancellation of which would be reasonably likely to result  in  a
Material Adverse Effect on the Business.

     "Company  Indemnified Parties" means  the  Company  and  its
Subsidiaries and each of the successors and assigns of any of the
foregoing.

     "Company   Intellectual  Property"  means  any  Intellectual
Property  that is owned by or licensed to the Company or  any  of
its  Subsidiaries, including the Company Registered  Intellectual
Property.

     "Company  Licensed Software" means all Software (other  than
Company Proprietary Software and Commercial Software) used by the
Company or any of its Subsidiaries.

     "Company  Proprietary Software" means all Software owned  by
the Company or any of its Subsidiaries.

     "Company  Real Property" means the Leased Real Property  and
the Owned Real Property.

     "Company Registered Intellectual Property" means all of  the
Registered  Intellectual Property owned by  or  licensed  to  the
Company or any of its Subsidiaries.

 3

     "Company  Software" means the Company Licensed Software  and
the Company Proprietary Software.

     "Confidential  Information"  means  any  trade  secrets   or
similar  data  or  information of  the  Company  or  any  of  its
Subsidiaries that provides the Company or any of its Subsidiaries
with  a  competitive advantage by virtue of not  being  generally
known to the public or competitors.

     "Control"  means,  when used with respect to  any  specified
Person,  the power to direct the management and policies of  such
Person, directly or indirectly, whether through the ownership  of
voting securities, by contract or otherwise.

     "Customer" means each customer that paid the Company or  any
of its Subsidiaries in the aggregate more than $25,000,000 during
the 12-month period ended on August 1, 2010.

     "Deeds"  means  the  deeds to be delivered  to  the  Company
pursuant to the M-G Purchase Agreement.

     "Disclosure Schedule" means the disclosure schedule to  this
Agreement, in the form agreed to by the Parties.

     "Dollar",  "Dollars" and the symbol "$"  shall  mean  lawful
money of the United States of America.

     "Employee  Benefit Plan" means, with respect to any  Person,
(a)  each plan, fund, program, agreement, arrangement or  scheme,
including  each  plan, fund, program, agreement,  arrangement  or
scheme maintained or required to be maintained under the Laws  of
a  jurisdiction  outside the United States of  America,  in  each
case,  that  is  or  was at any time sponsored or  maintained  or
required to be sponsored or maintained by such Person or to which
such Person makes or has made, or has or has had an obligation to
make,  contributions providing for employee benefits or  for  the
remuneration,  direct  or  indirect,  of  the  employees,  former
employees,    directors,    managers,   officers,    consultants,
independent  contractors, contingent workers or leased  employees
of  such Person or the dependents of any of them (whether written
or  oral), including each deferred compensation, bonus, incentive
compensation, pension, retirement, stock purchase,  stock  option
and other equity compensation plan, or "welfare" plan (within the
meaning  of Section 3(1) of ERISA, determined without  regard  to
whether  such plan is subject to ERISA), (b) each "pension"  plan
(within  the meaning of Section 3(2) of ERISA, determined without
regard  to  whether  such plan is subject  to  ERISA),  (c)  each
severance, retention or change in control plan or agreement, each
plan  or  agreement  providing health,  vacation,  summer  hours,
supplemental  unemployment  benefit,  hospitalization  insurance,
medical,  dental  or  legal benefit and (d) each  other  employee
benefit plan, fund, program, agreement, arrangement or scheme.

     "Employment   Agreement"  means  any  employment   contract,
consulting agreement, termination or severance agreement,  salary
continuation agreement, change of control agreement,  non-compete
agreement, retention agreement, or any other agreement respecting
the   terms   and   conditions  of  employment  or   payment   of
compensation,  or  of  a  consulting  or  independent  contractor
relationship  with  an  individual, in  respect  to  any  current
officer,  employee,  consultant or  independent  contractor,  and
further  includes  any  agreement  with  any

 4

former  officer  of  employee  pursuant to  which such officer or
employee is  entitled  to any  compensation to  be made after the
Closing Date.

     "Environmental Laws" means all federal, state, or  local  or
foreign  Laws relating to human health and safety, protection  of
the  environment,  including surface or  ground  water,  drinking
water  supply, soil, surface or subsurface strata or  medium,  or
ambient  air,  pollution  control, product  registration  or  the
regulation of Hazardous Materials.

     "ERISA"  means the United States Employee Retirement  Income
Security  Act of 1974, as amended, and the rules and  regulations
promulgated thereunder.

     "ERISA Affiliate" means any Person (whether incorporated  or
unincorporated)  that together with the Company  or  any  of  its
Subsidiaries  would  be  deemed a "single  employer"  within  the
meaning of Section 414 of the Code.

     "Estimated  Working Capital Deficit" means  the  amount,  if
any, by which the Estimated Net Working Capital is less than  the
Target  Working  Capital, as reflected on the  Estimated  Working
Capital Schedule.

     "Estimated  Working Capital Surplus" means  the  amount,  if
any,  by  which  the  Estimated Net Working Capital  exceeds  the
Target  Working  Capital, as reflected on the  Estimated  Working
Capital Schedule.

     "Excluded  Maxwell Growing Interest Assets" means  the  real
property commonly known as Neuse Farm, portions of the Newsome  2
DO  Farm, and portions of the so called Lake Breeder Farm, Spring
Creek  Farm  and  Sasser Darkout and Fields  Farm   and  personal
property  consisting of twelve (12) feed and four  (4)  rendering
trucks, all more specifically described on Schedule 1.1(b).

     "Expiration  Date"  means the date  set  forth  on  Schedule
1.1(c).

     "Feed Supply Agreement" means that feed supply agreement  to
be  entered  into by Sleepy Creek Turkeys, Inc., an Affiliate  of
the entities that comprise the Maxwell Group, and the Company  on
the Closing Date, in the form agreed to by the Parties.

     "Final  Working  Capital Schedule" means the "Final  Working
Capital  Schedule" as finally determined pursuant to Section  3.2
hereof.

     "Financial  Statements" means (a) the  audited  consolidated
balance  sheets of the Company and its Subsidiaries as of January
3, 2010, December 28, 2008, and December 30, 2007 and the audited
consolidated statements of income, stockholders' equity and  cash
flows  of  the  Company  and its Subsidiaries  for  the  12-month
periods  then  ended  and (b) the unaudited consolidated  balance
sheet  of the Company and its Subsidiaries as of August  1,  2010
and    the   unaudited   consolidated   statements   of   income,
stockholders'  equity  and cash flows  of  the  Company  and  its
Subsidiaries for the seven-month period then ended.

 5

     "Financing  Fees"  means  all fees (including  "arrangement"
fees)  and  expenses incurred by the Company and its Subsidiaries
with  respect  to  the  Butterball  Refinancing  other  than  the
Commitment Fees.

     "FLSA" means the United States Fair Labor Standards Act  and
the rules and regulations promulgated thereunder.

     "GAAP" means generally accepted accounting principles in the
United States as applied consistently with the past practices  of
the  Company and its Subsidiaries in the preparation of the year-
end audited Financial Statements.

     "Goldsboro   Ancillary  Documents"  means  any  certificate,
agreement,  document  or  other  instrument,  other   than   this
Agreement, to be executed and delivered by any Goldsboro Party or
any  Affiliate of any Goldsboro Party (other than the Company  or
any  of  its  Subsidiaries) in connection with  the  transactions
contemplated hereby.

     "Goldsboro Indemnified Parties" means the Goldsboro  Parties
and  their  Affiliates,  each of their  respective  officers  and
directors  and  each  of  the  heirs, executors,  successors  and
assigns of any of the foregoing.

     "Governmental  Entity" means any federal,  state,  local  or
foreign  government, any political subdivision  thereof,  or  any
court,   administrative   or   regulatory   agency,   department,
instrumentality,   body  or  commission  or  other   governmental
authority or agency.

     "Hazardous    Materials"   means   any   waste,   pollutant,
contaminant, hazardous substance, toxic, ignitable,  reactive  or
corrosive  substance, hazardous waste, special waste,  industrial
substance,  by-product, process-intermediate  product  or  waste,
asbestos  or  asbestos-containing  materials,  lead-based  paint,
petroleum  or  petroleum-derived  substance  or  waste,  chemical
liquids or solids, liquid or gaseous products, or any constituent
of  any such substance or waste, the management, use, handling or
disposal  of  which is in any way governed by or subject  to  any
applicable Environmental Law.

     "HSR   Act"   means   the  United  States  Hart-Scott-Rodino
Antitrust  Improvements Act of 1976 and the rules and regulations
promulgated thereunder.

     "Indebtedness"  means  all  indebtedness  with  respect   to
borrowed  money, including loans, deferred consideration,  debts,
any liabilities under acceptances, credit cards, monies due under
capitalized  leases or financial leases (but excluding  operating
leases),  or  for  the  deferred purchase price  of  property  or
services  for which the applicable Person is liable, contingently
or  otherwise as obligor, guarantor, or otherwise, or in  respect
of  which  the applicable Person otherwise assures against  loss,
including  but  not limited to bank debt, bank fees,  shareholder
debt and vendor debt, including, in each case above, any interest
accrued  thereon and prepayment or similar penalties and expenses
which would be payable if such liability were paid in full as  of
the Closing Date.

     "Indemnified  Party"  means a Company Indemnified  Party,  a
Purchaser Indemnified Party or a Goldsboro Indemnified Party.

 6

     "Intellectual  Property" means any or all of  the  following
and  all rights, arising out of or associated therewith: (a)  all
United  States and foreign patents and applications therefor  and
all  reissues,  reexaminations, divisions, renewals,  extensions,
provisionals,  continuations  and continuations-in-part  thereof;
(b)   all  inventions  (whether  patentable  or  not),  invention
disclosures,    improvements,    trade    secrets,    proprietary
information,  know-how, technology, technical data  and  customer
lists,  and  all documentation relating to any of  the  foregoing
throughout  the  world;  (c)  all works  of  authorship  (whether
copyrightable  or  not),  including  Software,  all   copyrights,
copyright registrations and applications therefor, all registered
mask  works and applications for mask work registration; and  all
other rights corresponding thereto throughout the world; (d)  all
industrial   designs  and  any  registrations  and   applications
therefor  throughout the world; (e) all internet uniform resource
locators,  domain  names,  trade names, logos,  slogans,  brands,
designs,  trade  dress, common law trademarks and service  marks,
trademark  and  service  mark and trade dress  registrations  and
applications  therefor throughout the world and all goodwill  and
other  rights  related  thereto;  (f)  all  databases  and   data
collections and all rights therein throughout the world; (g)  all
moral  and  economic  rights of authors  and  inventors,  however
denominated,  throughout  the  world;  and  (h)  any  similar  or
equivalent rights to any of the foregoing anywhere in the world.

     "Knowledge" with respect to the Goldsboro Parties means  all
facts  known by Walter Pelletier or Tom Howell on the date hereof
after due inquiry with respect to the matters at hand (including,
in   the  case  of  matters  related  to  the  Company  and   its
Subsidiaries, discussions with Keith Shoemaker, Ed Kacsuta, Kerry
Doughty, George Nalley, Alice Johnson and Gary Lenaghan), and all
facts that any of the foregoing Persons should have known on  the
date  hereof  with respect to the matters at hand if such  Person
had  made due inquiry and exercised reasonable diligence  in  the
context   which,  with  respect  to  the  Company,   takes   into
consideration that the Goldsboro Parties are a 51% owner  of  the
Company and are not an operator of the Company.

     "Laws"   means  all  statutes,  rules,  codes,  regulations,
restrictions, ordinances, orders, decrees, approvals, directives,
judgments, injunctions, writs, awards and decrees of,  or  issued
by, any Governmental Entity.

     "Leased Real Property" means the parcels of real property of
which  the  Company  or  any of its Subsidiaries  is  the  lessee
(together with all fixtures and improvements thereon).

     "Legal  Dispute"  means  any action,  suit,  arbitration  or
proceeding  between  or among the Parties  and  their  respective
Affiliates arising in connection with any disagreement,  dispute,
controversy or claim arising out of or relating to this Agreement
or any related document.

     "Legal   Proceeding"   means  any   suit,   action,   claim,
arbitration,  proceeding  or investigation  pending,  as  of  the
Closing  Date,  against  the Company, any  of  its  Subsidiaries,
Maxwell  or  any  MGI  Subsidiary, or their  respective  real  or
personal  property,  before  any  Governmental  Entity   or   any
arbitrator.

     "Licenses"   means  all  notifications,  licenses,   permits
(including  environmental, construction and  operation  permits),
qualifications, franchises, certificates, approvals,  exemptions,
classifications,  registrations and other similar  documents  and
authorizations   issued   by   any   Governmental   Entity,   and
applications therefor.

 7

     "Liens"   mean  all  mortgages,  liens,  pledges,   security
interests, charges, claims, restrictions and encumbrances of  any
nature whatsoever.

     "Losses"   means   liabilities,  damages,   losses,   costs,
expenses, penalties and fines.

     "Material Adverse Effect" means any state of facts,  change,
event,  effect or occurrence (when taken together with all  other
states of fact, changes, events, effects or occurrences) that  is
or  may  be  reasonably likely to be materially  adverse  to  the
financial condition, results of operations, properties, assets or
liabilities (including contingent liabilities) of the Company and
its  Subsidiaries, taken as a whole.  A Material  Adverse  Effect
shall  also  include  any  state  of  facts,  change,  event   or
occurrence that shall have occurred or been threatened that (when
taken  together with all other states of facts, changes,  events,
effects or occurrences that have occurred or been threatened)  is
or  would be reasonably likely to prevent or materially delay the
performance   by  the  Goldsboro  Parties  of  their  obligations
hereunder  or  the consummation of the transactions  contemplated
hereby.

     "Maxwell Closing" means the consummation of the transactions
contemplated by Section 2.1 hereof.

     "Maxwell  Expenses"  means the legal, accounting,  financial
advisory  and  other  advisory or consulting  fees  and  expenses
incurred  by  the  Goldsboro  Parties  in  connection  with   the
transactions  contemplated by this Agreement,  including  amounts
payable to (a) Kilpatrick Stockton LLP, (b) McColl Partners,  (c)
CB  Richard Ellis or (d) Duff and Phelps, LLC, but excluding  any
Commitment Fees paid by the Goldsboro Parties.

     "Maxwell Family" means each of the following individuals and
their  respective  spouses  and  descendants  thereof:  Mary  Ann
Maxwell,  Charlotte  M. Weaver, Elizabeth M.  Yarboro,  James  L.
Maxwell, III, Elizabeth M. Pelletier and Mildred G. Maxwell.

     "Maxwell   Group  Member  Note"  means  (a)   that   certain
Promissory  Note  between  the Company's predecessor-in-interest,
Carolina  Turkeys, and Sleepy Creek Turkeys, Inc., dated  January
1,  2006,  in the original principal amount of $3,060,000.00  and
amended  by  letter agreement between Company  and  Sleepy  Creek
Turkeys,  Inc.;  (b)  that certain Promissory  Note  between  the
Company's predecessor-in-interest, Carolina Turkeys, and  Maxwell
Foods,  Inc.  dated  January 1, 2006, in the  original  principal
amount  of $4,590,000.00 and amended by letter agreement  between
Company and  Maxwell Foods, Inc.; and (c) that certain Promissory
Note  between  the  Company's  predecessor-in-interest,  Carolina
Turkeys, and Goldsboro Milling Company dated January 1, 2006,  in
the  original  principal amount of $4,947,000.00 and  amended  by
letter agreement between Company and Goldsboro Milling Company.

     "Maxwell   Growing  Interest"  means  the   turkey   growing
interests  of Maxwell, the MGI Subsidiaries and their  Affiliates
as  described  on Schedule 1.1(d).  For purposes of clarity,  the
Maxwell  Growing Interest shall not include the Excluded  Maxwell
Growing  Interest Assets and shall include the Additional Maxwell
Growing Interest Assets.

     "Maxwell  Indiana" means Maxwell Farms of Indiana, Inc.,  an
Indiana corporation.

 8

     "Maxwell Membership Interest" means the Membership Interests
of the Company owned by Maxwell.

     "Maxwell  Purchase Price" means an amount equal to  (a)  Two
Hundred   Fifty-One   Million  Nine  Hundred   Thousand   Dollars
($251,900,000)  minus (b) the aggregate amount of the  Butterball
Closing Date Indebtedness minus (c) the aggregate amount  of  the
Murphy-Brown  Member Note Purchase Price minus (d) the  aggregate
amount of the Maxwell Group Member Note Purchase Price minus  (e)
the amount of any Estimated Working Capital Deficit, if any, plus
(f) the amount of any Estimated Working Capital Surplus, if any.

     "Maxwell   Redemption   Agreement"  means   the   redemption
agreement  to be entered into by Maxwell and the Company  on  the
Closing Date, in the form agreed to by the Parties.

     "Maxwell  Target  Price" means an amount equal  to  (a)  One
Hundred   Ninety-Eight  Million  Five  Hundred  Thousand  Dollars
($198,500,000), plus (b) the amount, if any, by which  the  total
amount of current assets included in the Maxwell Growing Interest
sold  to  Smithfield  and  its  Affiliates  exceeds  Twenty-Seven
Million  Five Hundred Thousand Dollars ($27,500,000),  minus  (c)
the  amount, if any, by which the total amount of current  assets
included  in the Maxwell Growing Interest sold to Smithfield  and
its  Affiliates  is less than Twenty-Seven Million  Five  Hundred
Thousand Dollars ($27,500,000).

     "MB  Member  Note"  means (a) that certain  Promissory  Note
between  the Company's predecessor-in-interest, Carolina Turkeys,
and  Murphy-Brown,  LLC dated January 1, 2006,  in  the  original
principal amount of $7,350,000.00 and amended by letter agreement
between  Company  and   Murphy-Brown, LLC and  (b)  that  certain
Promissory  Note  between  the Company's predecessor-in-interest,
Carolina Turkeys, and Murphy-Brown, LLC dated January 1, 2006, in
the  original  principal amount of $4,753,000.00 and  amended  by
letter agreement between Company and  Murphy-Brown, LLC.

     "Membership Interests" means "Membership Interests"  in  the
Company (as defined in the Operating Agreement).

     "M-G Purchase Agreement" means the purchase agreement to  be
entered  into  by the Company, on the one hand, and  the  Maxwell
Group,  certain  MGI  Subsidiaries and their Affiliates,  on  the
other  hand, on the Closing Date, in the form agreed  to  by  the
Parties.

     "MGI   Benefit  Plan"  means  each  Employee  Benefit   Plan
currently sponsored or maintained or required to be sponsored  or
maintained  by Maxwell or any MGI Subsidiary or to which  Maxwell
or  any  MGI  Subsidiary makes, or has any  obligation  to  make,
directly  or  indirectly, any contributions or  with  respect  to
which Maxwell or any MGI Subsidiary has, or might have, any other
liabilities, in each case, in connection with the MGI Business.

     "MGI  Business" means the live turkey operations of  Maxwell
or  the MGI Subsidiaries or their Affiliates that will be sold to
the Company as part of the MG Purchase.

     "MGI  Licensed Software" means all Software (other than  MGI
Proprietary  Software) used by Maxwell or any MGI  Subsidiary  in
the MGI Business.

 9

     "MGI  Proprietary  Software" means  all  Software  owned  by
Maxwell or any MGI Subsidiary and used in the MGI Business.

     "MGI  Real  Property"  means the parcels  of  real  property
related  to  the  Maxwell Growing Interest and  included  in  the
Appraisal,  of  which Maxwell or one of the MGI  Subsidiaries  or
Affiliates  is  fee title owner (together with all  fixtures  and
improvements  thereon), which may be adjusted from  the  property
included in the Appraisal based on final surveys or geographical,
access or existing physical features, which adjustments shall  in
no  event impair in any material respect the operation of the MGI
Business conducted from such property.

     "MGI  Software" means the MGI Licensed Software and the  MGI
Proprietary Software.

     "MGI  Subsidiary"  or "MGI Subsidiaries" means  any  or  all
Persons  engaged in the MGI Business of which Maxwell  shall  own
directly,  or  indirectly  through  another  Person,  a   nominee
arrangement  or otherwise at least a majority of the  outstanding
capital  stock (or other shares of beneficial interest)  entitled
to vote generally or otherwise have the power to elect a majority
of  the board of directors or similar governing body or the legal
power to direct the business or policies of such Person.

     "Murphy-Brown  Butterball Interest  Contribution  Agreement"
means the contribution agreement to be entered into by Newco  and
the  Company on the Closing Date, in the form agreed  to  by  the
Parties.

     "Murphy-Brown Contracts" means the Assumed Turkey  Contracts
as defined in the Murphy-Brown Purchase Agreement.

     "Murphy-Brown  Growing Interest" means  the  turkey  growing
interests  of  Murphy-Brown and its Affiliates  as  described  on
Schedule 1.1(e).

     "Murphy-Brown   Purchase  Agreement"  means   the   purchase
agreement  to  be  entered into by Newco and Murphy-Brown  on  or
prior to the Closing Date, in the form agreed to by the Parties.

     "Net  Working Capital" means (a) the current assets  of  the
Company and its Subsidiaries on a consolidated basis less (b) the
liabilities of the Company and its Subsidiaries on a consolidated
basis, as of the Closing Date, determined in accordance with  the
Working Capital Guidelines.

     "Newco  Promissory Note" means the unconditional  promissory
note  to be issued by Newco to the Purchaser on the Closing Date,
in the form agreed to by the Parties.

     "Ordinary  Course" means the ordinary course of Business  of
the Company and its Subsidiaries consistent with past practice or
the  ordinary  course  of MGI Business of  Maxwell  and  the  MGI
Subsidiaries consistent with past practice, as applicable.

     "Owned Real Property" means the parcels of real property  of
which  the  Company or a Subsidiary is fee title owner  (together
with all fixtures and improvements thereon).

 10

     "Pathology   Lab  Services  Agreement  and   Lease"   means,
collectively, that pathology lab services agreement to be entered
into  by  Maxwell Foods, LLC and Maxwell Farms of Indiana,  Inc.,
each  an  Affiliate  of  the entities that comprise  the  Maxwell
Group, and the Company on the Closing Date and that lease  to  be
entered  into  by Goldsboro and the Company on the Closing  Date,
each in the form agreed to by the Parties.

     "Permitted Liens" means (a) Liens for Taxes not yet due  and
payable, (b) statutory Liens of landlords, (c) Liens of carriers,
warehousemen,  mechanics, materialmen and repairmen  incurred  in
the  Ordinary  Course and not yet delinquent, (d) mortgage  Liens
existing  as  of the date hereof, but which will be paid-off  and
released at Closing, and (e) in the case of Company Real Property
and  MGI  Real Property, zoning, building, or other restrictions,
variances, covenants, rights of way, encumbrances, easements  and
other  irregularities  in title or survey,  as  well  as  matters
reflected   in  existing  title  policies  or  title  commitments
covering  the  Company Real Property and the MGI  Real  Property,
none of which, individually or in the aggregate, (i) interfere in
any  material respect with the present use of or occupancy of the
affected parcel, (ii) have more than an immaterial effect on  the
value  thereof  or its use or (iii) would impair the  ability  of
such parcel to be sold, leased or subleased for its present use.

     "Person"  means  any  individual, corporation,  partnership,
joint  venture,  limited liability company, trust, unincorporated
organization or Governmental Entity.

     "Preliminary  Working  Capital  Schedule"  means   a   draft
schedule  of  the  Net  Working Capital, which  shall  include  a
calculation  of  each  of the Net Working  Capital,  the  Working
Capital Surplus, if any, and the Working Capital Deficit, if any.

     "Purchaser   Ancillary  Documents"  means  any  certificate,
agreement,  document  or  other  instrument,  other   than   this
Agreement,  to  be  executed and delivered by  the  Purchaser  in
connection with the transactions contemplated hereby.

     "Purchaser Indemnified Parties" means the Purchaser and  its
Affiliates,  each of their respective officers and directors  and
each  of the heirs, executors, successors and assigns of  any  of
the foregoing.

     "Registered  Intellectual Property"  means  (a)  all  United
States   and   foreign:  (i)  patents  and  patent   applications
(including  provisional applications); (ii) registered trademarks
and  service  marks,  applications  to  register  trademarks  and
service  marks,  and trade dress; intent-to-use applications,  or
other  registrations or applications related  to  trademarks  and
service  marks  and trade dress; (iii) registered copyrights  and
applications  for  copyright  registration;  (iv)   domain   name
registrations; and (v) registered mask works and applications for
mask  work registration; and (b) any other Intellectual  Property
that  is  the  subject  of an application,  certificate,  filing,
registration  or other document issued, filed with,  or  recorded
with any federal, state, local or foreign Governmental Entity  or
other public body.

     "Release" means, with respect to any Hazardous Material, any
spilling,   leaking,   pumping,  pouring,   emitting,   emptying,
discharging, injecting, escaping, leaching, dumping or  disposing
into  any  surface or ground water, drinking water supply,  soil,
surface or subsurface strata or medium, or the ambient air.

 11

     "Revolver" means (a) that certain Credit Agreement, dated as
of  October 2, 2006, by and among the Company, as Borrower, CT of
Kinston,  LLC, as Guarantor, certain Lenders from  time  to  time
party  thereto,  and  Bank  of  Montreal  (Chicago  Branch),   as
Administrative Agent, as amended by a first amendment thereto and
by  that certain Second Amendment to Credit Agreement dated as of
August  28, 2008, (b) that certain Revolver Note by the  Company,
as  Borrower, in favor of Bank of Montreal (Chicago  Branch),  as
Lender, in the original principal amount of up to $162,500,000.00
dated  October  2, 2006, (c) that certain Revolver  Note  by  the
Company,  as  Borrower,  in favor of Bank  of  Montreal  (Chicago
Branch),  as Lender, in the original principal amount  of  up  to
$37,500,000.00 dated October 2, 2006, and (d) that certain  Swing
Note  by  the Company, as Borrower, in favor of Bank of  Montreal
(Chicago Branch), as Lender, in the original principal amount  of
up to $20,000,000.00 dated October 2, 2006.

     "Schedule"  means  a  schedule included  in  the  Disclosure
Schedule,  as  such  schedule  is  more  specifically  identified
herein.

     "Seaboard   Closing"   means   the   consummation   of   the
transactions contemplated by Section 2.2 hereof.

     "Seaboard  Commitment Fee" means the Commitment Fee  in  the
amount of $8,000,000 which will be payable by the Company to  the
Purchaser in connection with the Closing pursuant to the Seaboard
Commitment Letters.

     "Seaboard Commitment Letters" means, collectively,  (a)  the
commitment letter, dated the date hereof, from Seaboard  to,  and
accepted  and  agreed to by, Maxwell (together with all  exhibits
attached thereto), and (b) the related fee letter, dated the date
hereof, from Seaboard to, and accepted and agreed to by, Maxwell.

     "Seaboard  Expenses" means the legal, accounting,  financial
advisory  and  other  advisory or consulting  fees  and  expenses
incurred  by  the  Purchaser in connection with the  transactions
contemplated by this Agreement, including amounts payable to King
& Spalding.

     "Seaboard  Purchase Agreement" means the purchase  agreement
to  be  entered  into by the Purchaser and Newco on  the  Closing
Date, in the form agreed to by the Parties.

     "Sleepy  Creek" means Sleepy Creek Turkeys,  Inc.,  a  North
Carolina corporation.

     "Seaboard  Purchase  Price" means an  amount  equal  to  the
lesser  of  (a)  One  Hundred  Seventy-Six  Million  One  Hundred
Thousand  Dollars  ($176,100,000) and (b) the Total  Murphy-Brown
Purchase Price.

     "Software"  means  all computer software programs,  together
with   any   error   corrections,  updates,   modifications,   or
enhancements  thereto, in both machine readable  form  and  human
readable form, including all comments and any procedural code.

     "Subsidiary" or "Subsidiaries" means any or all  Persons  of
which the Company (or other specified Person) shall own directly,
or  indirectly  through another Person, a nominee arrangement  or
otherwise  at  least a majority of the outstanding capital  stock
(or  other  shares  of  beneficial  interest)  entitled  to  vote
generally or otherwise have the power to elect a majority of

 12

the board  of  directors  or  similar governing body or the legal
power to direct the business or policies of such Person.

     "Supplemental Earnings" means an amount equal to (a) the net
income  (determined in accordance with GAAP) of the  Company  and
its  Subsidiaries for the period commencing as  of  November  29,
2010  and  ending as of the Closing Date (such net  income  being
referred  to herein as the "Interim Income") less (b)  an  amount
equal  to the amounts necessary to satisfy the federal and  state
income  Tax liabilities of the Goldsboro Parties and Murphy-Brown
that are attributable to the Interim Income (with such income Tax
liabilities being calculated with reference to the items  of  the
Company's  income,  gain, deduction, loss and credit  (determined
without  regard to the specific Tax circumstances of a member  of
the  Company) and the highest marginal rate of federal and  state
income  Tax  applicable to income allocated to a  member  of  the
Company in the states in which the Company has income Tax nexus).

     "Supplier"  means  any supplier that  the  Company  and  its
Subsidiaries  have  paid in the aggregate more  than  $25,000,000
during the 12-month period ended on August 1, 2010.

     "Surveys" shall mean, as to each parcel of MGI Real Property
that,  as  of  the  date  of this Agreement,  is  not  a  legally
subdivided parcel with legal and direct access to a public  right
of  way,  a current boundary survey prepared and certified  by  a
duly   licensed  North  Carolina  land  surveyor  and  registered
professional  engineer,  showing each such  parcel  of  MGI  Real
Property  as a separate, legally subdivided parcel together  with
access (either direct or via an Access Easement Agreement)  to  a
public  right  of way, including a metes and bounds  or  lot  and
block  legal  description of each such parcel to be used  in  the
Deeds,  and  otherwise prepared in accordance with  Section  8.11
below and reasonably acceptable to the Purchaser.

     "Target  Working Capital" means an amount equal to  (a)  One
Hundred  Ninety-Six Million Dollars ($196,000,000)  plus  (b)  an
amount equal to the Supplemental Earnings, if any, if the Closing
does not occur on or before December 13, 2010.

     "Taxes" means all taxes, assessments, charges, duties, fees,
levies   and  other  governmental  charges  (including  interest,
penalties  or additions associated therewith), including  income,
franchise,  capital  stock,  real  property,  personal  property,
tangible,  withholding,  employment,  payroll,  social  security,
social   contribution,  unemployment  compensation,   disability,
transfer,  sales, use, excise, license, occupation, registration,
stamp, premium, environmental, customs duties, alternative or add-
on  minimum, estimated, gross receipts, value-added and all other
taxes  of  any  kind  for  which  the  Company  or  any  of   its
Subsidiaries  may  have  any liability  whatsoever  that  may  be
imposed by any Governmental Entity, whether disputed or not,  and
any  charges,  interest, additions or penalties  imposed  by  any
Governmental Entity.

     "Tax  Return"  means any report, return, claim  for  refund,
declaration or other information return or statement required  to
be supplied to a Governmental Entity relating to Taxes, including
any  schedule or attachment thereto and any estimated returns and
any amendment thereof.

     "Term Debt" means (a) that certain Term Note by the Company,
as  Borrower, in favor of Bank of Montreal (Chicago  Branch),  as
Lender, in the original principal amount of $162,500,000.00 dated
October  2, 2006, and (b) that certain Term Note by the  Company,
as

 13

Borrower,  in  favor  of  Bank of Montreal (Chicago  Branch),  as
Lender, in the original principal amount of $37,500,000.00  dated
October 2, 2006.

     "Total Murphy-Brown Purchase Price" means an amount equal to
(a) the Murphy-Brown Membership Interest Purchase Price, plus (b)
the  Initial  M-B  G-I Purchase Price, plus (c) the  Murphy-Brown
Member Note Purchase Price.

     "Transaction   Expenses"   means  the   legal,   accounting,
financial  advisory and other third party advisory or  consulting
fees  and  expenses  incurred  by  the  Company  or  any  of  its
Subsidiaries in connection with the transactions contemplated  by
this  Agreement,  excluding Commitment Fees, Financing  Fees  and
Maxwell  Expenses  (which shall not include  expenses  under  the
retention agreements with certain employees of the Company listed
on Schedule 4.16).

     "Treasury  Regulations"  means the Income  Tax  Regulations,
promulgated under the Code.

     "WARN"  means  the  United  States  Worker  Adjustment   and
Retraining   Notification  Act  and  the  rules  and  regulations
promulgated thereunder.

     "Warranty"  means  any  warranty or  guaranty  made  by  the
Company  or any of its Subsidiaries as to goods sold, or services
provided,  by  the Company or any of its Subsidiaries,  including
the  Company's standard form of warranty as attached to  Schedule
4.29.

     "Working Capital Deficit" means the amount, if any, by which
the  Net  Working  Capital, as reflected  on  the  Final  Working
Capital Schedule, is less than the Estimated Net Working Capital.

     "Working  Capital  Guidelines"  means  the  guidelines   for
determining  Net Working Capital, in the form agreed  to  by  the
Parties.

     "Working Capital Surplus" means the amount, if any, by which
the  Net  Working  Capital, as reflected  on  the  Final  Working
Capital Schedule, exceeds the Estimated Net Working Capital.

     Section 1.2    Other Definitions.  Each of the following terms is
defined in the Section set forth opposite such term:

Term                                                   Section

Access Easement Agreements                             9.2(k)
Alternative Offer                                      8.5
Arbitrator                                             3.2(f)
Affiliate Loans                                        4.26(a)
Agreement                                              Preamble
Butterball Refinancing                                 2.1(d)
Buy/Sell Notice                                        Recitals
Closing Date Indebtedness Statement                    3.1(a)
Closing Date Purchase Price Statement                  3.1(b)
Company                                                Recitals
Company Legal Proceeding                               4.12
Confidentiality Agreement                              8.9

 14

DOJ                                                    8.6(a)
Estimated Net Working Capital                          3.2(a)
Estimated Working Capital Schedule                     3.2(a)
FTC                                                    8.6(a)
Goldsboro                                              Preamble
Goldsboro Losses                                       12.3
Goldsboro Opinion                                      9.2(c)
Goldsboro Parties                                      Preamble
Goldsboro Party                                        Preamble
Grower Contract Assignments                            9.2(j)
Indemnifiable Losses                                   12.2
Indemnifying Party                                     12.4(a)
Indemnity Basket                                       12.6
Indemnity Cap                                          12.6
Initial M-B G-I Purchase Price                         2.1(b)
Initial M-G G-I Purchase Price                         2.1(e)
Insurance Contracts                                    4.19
Interim  Income                      Definition of "Supplemental Earnings"
M-G Purchase                                           2.1(e)
Management Services Agreement                          9.2(h)
Maxwell                                                Preamble
Maxwell Butterball Interest                            8.5
Maxwell Closing Payment                                2.1(f)
Maxwell Group                                          Preamble
Maxwell Group Member Note Purchase Price               2.1(e)
Maxwell Growing Interest Assets Transfers              8.11
Maxwell Redemption                                     2.1(f)
Maxwell Transition Services Agreement                  9.2(i)
MGI Contracts                                          5.7
MGI Employment Agreements                              5.8
MGI Insurance Contracts                                5.11
MGI Legal Proceeding                                   5.5
Murphy-Brown                                           Recitals
Murphy-Brown Butterball Interest                       Recitals
Murphy-Brown Butterball Interest Contribution          2.1(c)
Murphy-Brown Butterball Interest Purchase              2.1(b)
Murphy-Brown Member Note Purchase Price                2.1(b)
Murphy-Brown Membership Interest                       Recitals
Murphy-Brown Membership Interest Purchase Price        2.1(b)
New Butterball Credit Facility Loan Amount             2.1(d)
New Butterball Credit Facility Loan Proceeds           2.1(d)
Newco                                                  Preamble
Newco Loan                                             2.1(a)
Newco Loan Amount                                      2.1(a)
Newco Membership Interest                              2.2(a)
Operating Agreement                                    Recitals

 15

Parties                                                Preamble
Party                                                  Preamble
Payoff Letters                                         9.2(e)
Purchaser                                              Preamble
Purchaser Opinion                                      9.3(c)
Seaboard Contribution                                  2.2(a)
Seaboard Purchase                                      2.2(a)
Smithfield                                             8.5

     Section  1.3     Construction.  Unless the context  of  this
Agreement  otherwise  clearly requires,  (a)  references  to  the
plural  include  the  singular, and references  to  the  singular
include  the  plural, (b) references to one  gender  include  the
other gender, (c) the words "include," "includes" and "including"
do  not limit the preceding terms or words and shall be deemed to
be  followed  by the words "without limitation",  (d)  the  terms
"hereof",  "herein", "hereunder", "hereto" and similar  terms  in
this Agreement refer to this Agreement as a whole and not to  any
particular provision of this Agreement, (e) the terms  "day"  and
"days"  mean  and refer to calendar day(s), (f) the terms  "year"
and "years" mean and refer to calendar year(s) and (g) unless set
forth  specifically  otherwise, the settlement  of  all  payments
hereunder  shall be made in Dollars.  Unless otherwise set  forth
herein,  references  in  this  Agreement  to  (i)  any  document,
instrument  or agreement (including this Agreement) (A)  includes
and  incorporates  all Exhibits, Schedules and other  attachments
thereto,  (B)  includes all documents, instruments or  agreements
issued  or  executed in replacement thereof and  (C)  means  such
document,  instrument or agreement, or replacement or predecessor
thereto, as amended, modified or supplemented from time  to  time
in accordance with its terms and in effect at any given time, and
(ii)  a  particular  Law  means such Law  as  amended,  modified,
supplemented or succeeded, from time to time and in effect at any
given  time  on  or prior to the Closing Date.  All  Article  and
Section  references herein are to Articles and Sections  of  this
Agreement, unless otherwise specified.  This Agreement shall  not
be  construed  as if prepared by one of the Parties,  but  rather
according  to its fair meaning as a whole, as if all Parties  had
prepared it.

     Section 1.4    Accounting Terms.  All  accounting  terms not
specifically defined herein shall be construed in accordance with
GAAP.
                           ARTICLE II.
                        PURCHASE AND SALE

     Section 2.1    Maxwell Closing.  At the Maxwell Closing, the
Parties, as applicable, will cause the following transactions  to
be consummated:

          (a)  As  evidenced  by  the  Newco Promissory Note, the
     Purchaser will  loan  (the "Newco Loan") to  Newco an amount
     (the "Newco Loan  Amount")  equal  to the Total Murphy-Brown
     Purchase Price.

          (b)  Immediately  following  the  funding  of the Newco
     Loan, Newco  shall  purchase (i) the Murphy-Brown Membership
     Interest,  free  and  clear  of all  Liens  other than liens
     permitted under the Murphy-Brown  Purchase  Agreement,  from
     Murphy-Brown  pursuant  to  the  terms   of   the  Operating
     Agreement, the Buy/Sell Notice and the Murphy-

 16

     Brown  Purchase  Agreement  for  One Hundred  Twenty Million
     Dollars   ($120,000,000)   (the   "Murphy-Brown   Membership
     Interest  Purchase  Price"), (ii)  the  Murphy-Brown Growing
     Interest,  free  and  clear  of  all  Liens other than liens
     permitted  under  the  Murphy-Brown Purchase Agreement, from
     Murphy-Brown  pursuant  to  the  terms   of   the  Operating
     Agreement, the Buy/Sell Notice and the Murphy-Brown Purchase
     Agreement  for  the  purchase  price  (the  "Initial M-B G-I
     Purchase  Price")  set  forth  in the Buy/Sell Notice, which
     Initial  M-B G-I  Purchase Price is subject to adjustment in
     accordance  with  the  Murphy-Brown  Purchase Agreement, and
     (iii) the MB Member  Note, free and clear of all Liens, from
     Murphy-Brown  for  the  purchase  price  (the  "Murphy-Brown
     Member Note Purchase Price")  set  forth in the Murphy-Brown
     Purchase  Agreement  (the  transactions  described  in  this
     clause  (b),  collectively   the   "Murphy-Brown  Butterball
     Interest Purchase").

          (c)  Immediately  following  the  consummation  of  the
     Murphy-Brown  Butterball  Interest Purchase, pursuant to the
     Murphy-Brown  Butterball  Interest  Contribution  Agreement,
     Newco shall  contribute  to the Company (i) the Murphy-Brown
     Growing  Interest  and  (ii) $14,000,000 of  the outstanding
     principal and secured interest under the Murphy-Brown Member
     Note.  The transactions  described  in  this clause  (c) are
     collectively  referred  to  herein   as   the  "Murphy-Brown
     Butterball Interest Contribution".

          (d)  Immediately  following  the  consummation  of  the
     Murphy-Brown Butterball Interest Contribution, the Goldsboro
     Parties  and  the  Purchaser  shall (i) cause the Company to
     consummate the loan transaction contemplated by the Seaboard
     Commitment  Letters  pursuant  to  which  the  Company  will
     receive loan proceeds (the  "New  Butterball Credit Facility
     Loan Proceeds")  of  approximately  $301,400,000  (or   such
     greater or lesser amount as shall be needed  for the Company
     to satisfy its obligations in connection with  the  Closing)
     (the "New Butterball Credit Facility Loan Amount"), of which
     approximately  $200,000,000  will consist of a senior credit
     facility  and  approximately  $100,000,000  will  consist of
     subordinated debt, and (ii) cause the Company to use the New
     Butterball  Credit  Facility  Loan  Proceeds  to pay off the
     Butterball  Closing Date Indebtedness and, to the extent not
     paid  prior  to  the  Closing,  the  Financing  Fees and the
     Transaction  Expenses  (the  transactions  described in this
     clause (d),  collectively the "Butterball Refinancing").  In
     this regard, it  is  understood  that (x)  the Maxwell Group
     will  be  reimbursed  for  any  Commitment  Fees paid by the
     Maxwell  Group  (rather  than   by   the   Company   or  its
     Subsidiaries)  prior  to  the  Closing and (y) the Purchaser
     will  be  reimbursed  for  any  Commitment  Fees paid by the
     Purchaser  (rather  than by the Company or its Subsidiaries)
     prior to the Closing.

          (e)  Immediately  following  the  consummation  of  the
     Butterball  Refinancing,  the  Goldsboro Parties shall cause
     the Company to  purchase (i)  the Maxwell  Growing Interest,
     free and clear of all Liens other than Permitted Liens, from
     the Maxwell Group and  certain  MGI  Subsidiaries  and their
     Affiliates pursuant to the M-G  Purchase  Agreement  for the
     purchase price set forth in the M-G  Purchase Agreement (the
     "Initial M-G G-I Purchase  Price"),  which  Initial  M-G G-I
     Purchase Price is subject to adjustment  in  accordance with
     the M-G Purchase Agreement and (ii) the Maxwell Group Member
     Note, free and clear of all Liens other than Permitted Liens,
     from  Maxwell  for  the  purchase  price (the "Maxwell Group
     Member Note Purchase Price") set forth in  the  M-G

 17

     Purchase  Agreement  (the  transactions  described  in  this
     clause (e), collectively the "M-G Purchase").

          (f)  Immediately  following the consummation of the M-G
     Purchase,  pursuant to the Maxwell Redemption Agreement, the
     Goldsboro  Parties  will  cause the Company to purchase from
     Maxwell, and  Maxwell  to sell to  the Company, a Membership
     Interest in the  Company held by Maxwell representing a 1.1%
     interest in the  profits  of the Company  and an interest in
     the capital of the  Company  equal  to  the Maxwell Purchase
     Price,  free  and  clear  of all Liens, and in consideration
     therefor, the Goldsboro Parties  will  cause  the Company to
     pay at Closing a cash amount (the "Maxwell Closing Payment")
     equal  to  the  Maxwell  Purchase  Price  (the  transactions
     described in this  clause  (f),  collectively  the  "Maxwell
     Redemption").  Immediately  following  the  Maxwell Closing,
     Maxwell  will  own  a  Membership  Interest  in  the Company
     representing  more  than  50%  of  the total interest in the
     capital and profits of the Company.

     Section 2.2    Seaboard Closing.  Following the consummation
of  the  Maxwell  Closing, the Parties, as applicable, will cause
the  following  transactions  to  be  consummated at the Seaboard
Closing:

          (a)  (i) Pursuant  to  the Seaboard Purchase Agreement,
     Newco will (A) sell, transfer, and deliver to the Purchaser,
     free and clear  of all Liens, the 49.0%  Membership Interest
     in  the  Company  held  by  Newco  (the  "Newco   Membership
     Interest"), which will represent less  than 50% of the total
     interest in the capital and profits of  the Company, and (B)
     pay to the Purchaser in cash the amount,  if  any,  by which
     the Newco Loan Amount  (plus  accrued  interest,   if   any,
     thereon)   exceeds   the  Seaboard  Purchase Price,  and  in
     consideration  therefor,  the  Purchaser shall discharge the
     Newco  Promissory Note and shall return the Newco Promissory
     Note marked  "paid in full" to Newco, and (ii) the Purchaser
     shall contribute  in cash  to the Company an amount, if any,
     by which $177,500,000  exceeds  the Seaboard  Purchase Price
     (the "Seaboard Contribution") (the transactions described in
     this clause (a), collectively the "Seaboard Purchase").

          (b)  Immediately  following  the Seaboard Contribution,
     each  of  Maxwell  and  the  Purchaser  will own 50%  of the
     outstanding   Membership   Interests    in    the   Company,
     representing  50%  of  the total interest in the capital and
     profits of the Company.

     Section 2.3    Further Assurances.  Each Party shall on  the
Closing  Date  and  from time to time thereafter,  at  any  other
Party's  reasonable  request and without  further  consideration,
execute  and  deliver  to such other Party  such  instruments  of
transfer,  conveyance,  and assignment  as  shall  be  reasonably
requested  to  effect  the  transactions  contemplated  by   this
Agreement.

                          ARTICLE III.
              CLOSING DATE STATEMENTS; ADJUSTMENTS

     Section 3.1    Closing Date Statements.

          (a)  Not  less than two (2) Business  Days prior to the
     Closing  Date,  Maxwell  shall  deliver  to  the Purchaser a
     statement  (the  "Closing  Date  Indebtedness   Statement"),
     signed  by  the   Chief Financial  Officer of Maxwell, which
     sets forth, by lender, the

 18

     aggregate amount of the Butterball Closing Date Indebtedness.
     Attached to the Closing Date Indebtedness Statement will  be
     copies  of  the  Payoff  Letters,  or  forms  thereof, to be
     delivered in accordance with Section 9.2(e) hereof.

          (b)  Not  less  than two (2) Business Days prior to the
     Closing  Date,  Maxwell  shall  deliver  to  the Purchaser a
     statement  (the  "Closing  Date  Purchase Price Statement"),
     signed by the Chief Financial Officer of Maxwell, which sets
     forth the Murphy-Brown  Membership  Interest Purchase Price,
     the Initial M-B G-I Purchase  Price, the Murphy-Brown Member
     Note Purchase Price, the Total  Murphy-Brown Purchase Price,
     the  Maxwell  Purchase  Price, the  Murphy-Brown Member Note
     Purchase Price, the Maxwell Group Member Note Purchase Price,
     the Transaction Expenses, the Financing Fees, the Commitment
     Fees (including  the  Seaboard  Commitment Fee), the Initial
     M-G G-I  Purchase  Price,  the  Maxwell  Group  Member  Note
     Purchase Price, the Maxwell Closing  Payment,  the  Seaboard
     Purchase Price and the Seaboard Contribution.

     Section 3.2    Adjustment of Maxwell Purchase Price.

          (a)  Not less than three (3) Business Days prior to the
     Closing  Date,  Maxwell  shall  deliver  to the  Purchaser a
     statement  (the  "Estimated   Working   Capital   Schedule")
     containing   Maxwell's  estimate   of   Net  Working Capital
     ("Estimated  Net  Working Capital").

          (b)  No later than 120 days following the Closing Date,
     the  Parties  shall cause the Company to prepare and deliver
     to Maxwell and the Purchaser the Preliminary Working Capital
     Schedule.

          (c)  Maxwell  shall  have  thirty  (30)  days following
     receipt of the  Preliminary  Working Capital Schedule during
     which  to  notify  the  Purchaser of any dispute of any item
     contained in the Preliminary Working Capital Schedule, which
     notice  shall  set  forth in reasonable detail the basis for
     such dispute.  The Purchaser  shall  have  thirty (30)  days
     following  receipt  of  the   Preliminary   Working  Capital
     Schedule  during  which  to notify Maxwell of any dispute of
     any  item  contained  in  the  Preliminary  Working  Capital
     Schedule, which notice  shall set forth in reasonable detail
     the basis for such dispute.

          (d)  If  Maxwell  does  not notify the Purchaser of any
     such dispute  and  the  Purchaser does not notify Maxwell of
     any such dispute  within  such  thirty (30) day period, then
     the Preliminary Working  Capital Schedule shall be deemed to
     be the Final Working Capital Schedule.

          (e)  If  Maxwell  notifies  the  Purchaser  of any such
     dispute or  the  Purchaser  notifies  Maxwell  of  any  such
     dispute within such thirty (30) day period, then Maxwell and
     the Purchaser shall cooperate  in  good faith to resolve any
     such  dispute  as  promptly  as  possible,  and  upon   such
     resolution,  the  Final  Working  Capital  Schedule shall be
     prepared in accordance with the agreement of Maxwell and the
     Purchaser.

          (f)  If Maxwell and the Purchaser are unable to resolve
     any  dispute  regarding  the  Preliminary  Working   Capital
     Schedule within  thirty  (30) days (or such longer period as
     Maxwell and the  Purchaser shall mutually agree in writing),
     following notice of such

 19

     dispute, such dispute shall be submitted to, and all  issues
     having  a  bearing on such dispute shall be resolved by, (x)
     the  Raleigh,  North Carolina  office of Deloitte Touche, or
     (y) in the event such accounting firm is unable or unwilling
     to  take  such  assignment, a "Big Four" or other nationally
     recognized  accounting  firm mutually agreed upon by Maxwell
     and the Purchaser  (such  identified  accounting firm or, if
     applicable,  the  firm  so  selected,   the   "Arbitrator").
     Maxwell and the Purchaser shall instruct the Arbitrator that,
     in resolving any such dispute and in determining Net Working
     Capital and the Working Capital  Deficit  or Working Capital
     Surplus, if any, the Arbitrator shall not assign to any item
     in dispute a  value  that  is  (A) greater than the greatest
     value for such item assigned by Maxwell, on the one hand, or
     the  Purchaser,  on  the  other  hand,  or (B) less than the
     smallest value for such item assigned by Maxwell, on the one
     hand, or  the Purchaser, on the other hand.  Such resolution
     shall  be  final and binding on the Parties.  The Arbitrator
     shall use  commercially  reasonable  efforts to complete its
     work within  thirty (30) days following its engagement.  The
     fees, costs and  expenses  of  the  Arbitrator  (i) shall be
     borne by the Company in  the  proportion  that the aggregate
     dollar amount of all  unsuccessfully  disputed  items by the
     Purchaser (as finally determined by the Arbitrator) bears to
     the aggregate dollar  amount  of all such items so submitted
     by both Purchaser and the  Goldsboro Parties, and (ii) shall
     be borne by the Goldsboro  Parties  on  a  joint and several
     basis in the proportion that the  aggregate dollar amount of
     all successfully disputed items by the Purchaser (as finally
     determined by the Arbitrator) bears to the  aggregate dollar
     amount of all such items so submitted by both Purchaser  and
     the Goldsboro Parties.  If any disputes are submitted to the
     Arbitrator  pursuant  to  this  Section  3.2(f),  the  Final
     Working  Capital  Schedule  shall  be prepared in accordance
     with  the  decision  of  the  Arbitrator  and, to the extent
     applicable, the agreement of Maxwell and the Purchaser.

          (g)  Within  five  (5)  Business  Days  following   the
     determination  of  the  Final  Working  Capital  Schedule in
     accordance with this Section 3.2:

              (i)  To  the extent that there is a Working Capital
          Deficit, the  Goldsboro Parties shall be obligated on a
          joint and several basis  to  pay to the Company in cash
          an  aggregate  amount  equal  to  the  Working  Capital
          Deficit by wire transfer of immediately available funds.

              (ii) To  the  extent  there  is  a  Working Capital
          Surplus on the  Final  Working  Capital  Schedule,  the
          Purchaser and Maxwell shall cause the Company to pay to
          Maxwell  in  cash  an  aggregate  amount  equal  to the
          Working Capital Surplus by wire transfer of immediately
          available  funds  to  an account designated by Maxwell.
          Upon  such payment, the Company shall be fully released
          and  discharged  of  any obligation with respect to the
          Working Capital Surplus.

              (iii) Any  payment  made  pursuant  to this Section
          3.2(g) shall  include  an  additional  amount of simple
          interest equal to the  amount  of  interest  that  such
          payment would have earned had it earned interest at the
          rate per annum of 4% from the Closing Date  through the
          date of such payment.

 20

     Section 3.3    Goldsboro  Parties Release.  In consideration
for  the  agreement  and  covenants of the Purchaser set forth in
this Agreement, each of the Goldsboro Parties and each  of  their
respective  Affiliates  hereby,  effective  as  of  the  Closing,
knowingly,  voluntarily  and  unconditionally  releases,  forever
discharges, and covenants not to sue the Company or  any  of  its
Subsidiaries  and their respective predecessors  and  successors,
and   any  of  their  respective  current  and  former  officers,
directors, employees, agents, or representatives from and for any
and   all  claims,  causes  of  action,  demands,  suits,  debts,
obligations,  liabilities, damages, losses, costs,  and  expenses
(including  attorneys' fees) of every kind or nature  whatsoever,
known  or unknown, actual or potential, suspected or unsuspected,
fixed  or contingent, that such Goldsboro Party has or may  have,
now  or  in the future, arising out of, relating to, or resulting
from  any  act  of  commission or omission,  errors,  negligence,
strict  liability, breach of contract, tort, violations  of  law,
matter  or  cause whatsoever from the beginning of  time  to  the
Closing  Date;  provided, however, that such  release  shall  not
cover  any  claims  against the Company or its  Subsidiaries  (a)
under the Maxwell Group Member Note, unless and until the Maxwell
Group Member Note is purchased by the Company pursuant to Section
2.1(e),  (b)  with respect to amounts otherwise  payable  to  any
Goldsboro  Party or their Affiliates for goods sold  or  services
rendered  by  the  Goldsboro Parties or their Affiliates  to  the
Company  and its Subsidiaries in the Ordinary Course on or  prior
to  the Closing Date (which amounts, to the extent not paid prior
to  the  Closing  Date, shall be accrued as  liabilities  of  the
Company  and its Subsidiaries as of the Closing Date for purposes
of  determining  the Net Working Capital); or (c) any  obligation
arising under or contemplated by this Agreement.

                           ARTICLE IV.
      REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY

     The   Goldsboro  Parties  hereby,  jointly  and   severally,
represent and warrant to the Purchaser as follows as of the  date
hereof and the Closing Date:

     Section  4.1    Organization.  The Company and each  of  its
Subsidiaries  is a corporation or limited liability  company,  as
applicable,  duly formed and validly existing under the  laws  of
the jurisdiction of incorporation or organization, as applicable,
set  forth  on Schedule 4.1 and each has all requisite power  and
authority to own, lease and operate its properties and  to  carry
on  its business as now being conducted.  The Company and each of
its  Subsidiaries is duly qualified or registered  as  a  foreign
corporation  or  limited  liability company,  as  applicable,  to
transact  business under the Laws of each jurisdiction where  the
character  of  its activities or the location of  the  properties
owned   or   leased   by  it  requires  such   qualification   or
registration.    The  Goldsboro  Parties  have  heretofore   made
available  to  the Purchaser correct and complete copies  of  the
organizational  documents  of  the  Company  and  each   of   its
Subsidiaries as currently in effect and the corporate or  limited
liability  company, as applicable, record books with  respect  to
actions  taken  by its shareholders, board of directors,  members
and managers, as applicable.  Schedule 4.1 contains a correct and
complete list of the jurisdictions in which the Company and  each
of  its Subsidiaries is qualified or registered to do business as
a   foreign   corporation  or  limited  liability   company,   as
applicable.

     Section 4.2    Authorization.  The  Company  and each of its
Subsidiaries  has  the  right,  power,  authority and capacity to
execute  and  deliver  the  Company  Ancillary  Documents  and to
perform  its  obligations  thereunder  and  to   consummate   the
transactions contemplated thereunder.

 21

As  of  the  Closing,  the  consummation  of   the   transactions
contemplated  thereby  will  be  duly  authorized by all required
action on the part of the Company and each of its Subsidiaries.

     Section 4.3    Capital Structure.

          (a)  Schedule 4.3(a)  accurately  and  completely  sets
     forth the  capital  structure of the Company and each of its
     Subsidiaries including the number of membership interests or
     other equity interests  which  are authorized and which  are
     issued  and outstanding.   All of the issued and outstanding
     membership  interests  or  other  equity  interests  of  the
     Company and each of its Subsidiaries (x) are duly authorized,
     validly issued, fully  paid  and nonassessable, (y) are held
     of  record  by  the  Persons and in the amounts set forth on
     Schedule 4.3(a), and (z) were not  issued or acquired by the
     holders thereof in violation of any  Law,  agreement  or the
     preemptive  rights  of  any Person.  Except  as set forth on
     Schedule  4.3(a),  no  membership  interests or other equity
     interests  of  the  Company  or  any of its Subsidiaries are
     reserved for issuance or are held as treasury shares, and (i)
     there  are no outstanding options, warrants, rights,  calls,
     commitments,   conversion  rights,   rights   of   exchange,
     subscriptions,  claims   of   any   character,   agreements,
     obligations, convertible or exchangeable securities or other
     plans  or  commitments, contingent or otherwise, relating to
     the equity of  the  Company or any of its Subsidiaries; (ii)
     there  are  no  outstanding contracts or other agreements of
     the Company, any of  its Subsidiaries, the Goldsboro Parties
     or, to the Knowledge of  the  Goldsboro  Parties,  any other
     Person  to  purchase,  redeem  or   otherwise   acquire  any
     outstanding membership interests or other   equity interests
     of the Company or any of its Subsidiaries, or  securities or
     obligations of any kind convertible  into  any    membership
     interests or other equity interests of the Company or any of
     its   Subsidiaries;  (iii)  there   are  no   dividends   or
     distribution rights which have accrued  or been declared but
     are  unpaid  on  the  membership  interests  or other equity
     interests of  the  Company  or any of its Subsidiaries; (iv)
     there  are no outstanding or authorized equity appreciation,
     phantom stock,  equity  plans or similar rights with respect
     to the Company or any of its Subsidiaries; and (v) there are
     no voting agreements or other membership agreements relating
     to the management or equity  of  the  Company  or any of its
     Subsidiaries.  Except  as  set  forth  on  Schedule  4.3(a),
     neither the Company  nor  any  of  its Subsidiaries has ever
     purchased,  redeemed  or  otherwise  acquired any membership
     interests, units or other equity interests of the Company or
     any of its Subsidiaries.  Other than Maxwell  and    Murphy-
     Brown,  no   other   Person  is  the  record holder  of  any
     membership interests, units or other equity interests in the
     Company.  Schedule  4.3(a) also lists all non-cash dividends
     or  distributions  made by  the Company to its members since
     January 3, 2010.  To  the  Knowledge of any Goldsboro Party,
     no prior offer,  issue,  redemption,  call,  purchase, sale,
     transfer, negotiation or  other transaction of any nature or
     kind with respect to  any  membership   interests  or  other
     equity  interests   (including  options,  warrants  or  debt
     convertible into shares, options or warrants) of the Company,
     any of its Subsidiaries or any entity  that  has been merged
     into the Company or any such Subsidiary has  given  rise  to
     any  claim  or  action  by  any  Person  that is enforceable
     against the Company, any of its Subsidiaries, the  Goldsboro
     Parties or the Purchaser, and no fact or circumstance exists
     that could give rise to any such right, claim or action. All
     redemptions  or  transfers  of membership interests or other
     equity  interests  of the Company or any of its Subsidiaries
     since January 3, 2010 are set forth on Schedule 4.3(a).

 22


          (b)  Except  for  the  Term  Debt,  the  Revolver,  the
     Maxwell Group Member Note, the MB Member Note, capital lease
     obligations, trade  payables and other liabilities reflected
     in the Balance Sheet and except  as  set  forth  on Schedule
     4.3(b), there is no outstanding Indebtedness  of the Company
     or any of its Subsidiaries.

     Section 4.4   Subsidiaries.  Except as set forth on Schedule
4.4,  neither  the Company nor any of its Subsidiaries  has  ever
owned,  nor  does  it currently own, directly or indirectly,  any
capital stock or other equities, securities or interests  in  any
other   corporation   or  in  any  limited   liability   company,
partnership, joint venture or other entity.

     Section 4.5    Absence  of Restrictions and  Conflicts.  The
execution,  delivery  and  performance  of  this  Agreement,  the
Company Ancillary Documents, the consummation of the transactions
contemplated  hereby  and  thereby,  and  the  fulfillment of and
compliance with the terms and conditions  hereof  and thereof, do
not or will not (as the case may be), with the passing of time or
the  giving  of  notice  or  both,  violate  or  conflict   with,
constitute a breach of or default under, result  in  the  loss of
any  benefit  under,  permit  the  acceleration of any obligation
under or create in any party  the  right  to terminate, modify or
cancel, (a) any term or provision of the organizational documents
of  the  Company  or  any  of  its  Subsidiaries,  (b)  except as
indicated on Schedule 4.14 and except for contracts with  respect
to the Revolver, the Term Debt, the Maxwell  Group  Member  Note,
the MB Member Note and any  other  Indebtedness  to  be  paid  in
connection with the consummation of the transactions contemplated
by  this  Agreement,  any Company Contract or any other contract,
agreement,   permit,   franchise,  license  or  other  instrument
applicable to the  Company  or any of its Subsidiaries that would
reasonably be expected to result  in a Material Adverse Effect on
the Business, (c) any judgment,  decree  or order of any court or
Governmental Entity or agency to which  the Company or any of its
Subsidiaries is a party or by which the  Company  or  any  of its
Subsidiaries or any of their respective properties are  bound, or
(d) any Law or arbitration award applicable to the Company or any
of its Subsidiaries.  Except for filings pursuant to the HSR Act,
no consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity  is  required
with  respect  to  the  Company  or  any  of  its Subsidiaries in
connection with the execution, delivery or  performance  of  this
Agreement, the Company Ancillary Documents,  or  the consummation
of the transactions contemplated hereby or thereby.

Section 4.6    Real Property.

          (a)   Schedule 4.6(a) sets forth a correct and complete
     description of the Owned Real Property.

          (b)   The Company or one of its Subsidiaries, as listed
     on  Schedule  4.6(a),  has good  and marketable title to the
     Owned Real Property, subject to Permitted Liens.

          (c)   Schedule 4.6(c) sets forth a correct and complete
     description of the Leased Real Property.

          (d)   The Company or one of its Subsidiaries, as listed
     on  Schedule 4.6(c), has  a  valid leasehold interest in the
     Leased Real Property, and the leases granting such interests
     are in full force and effect.

 23

          (e)   Except  as  set  forth  on  Schedule  4.6(e),  no
     portion of the  Company  Real  Property,  or any building or
     improvement  located  thereon,  to  the  Knowledge  of   the
     Goldsboro Parties, violates in any material respect any Law,
     including those Laws relating to zoning, building, land use,
     environmental, health and safety, fire, air,  sanitation and
     noise control, except to the extent  that any such violation
     or noncompliance would not interfere with  the  Business  as
     currently conducted by the  Company  and  its  Subsidiaries.
     Except for the Permitted Liens or as set forth  on  Schedule
     4.6(e), no Company Real Property is subject to any decree or
     order of any Governmental  Entity  (or, to  the Knowledge of
     any Goldsboro Party, threatened or proposed order).

          (f)   The improvements and fixtures on the Company Real
     Property  are,  in  all  material  respects, considered as a
     whole, in good  operating  condition  and in a state of good
     maintenance and repair, ordinary wear and tear excepted, and
     are adequate and  suitable  for  the purposes for which they
     are  presently  being  used.  There  is  no  condemnation or
     similar  proceeding  pending  or,  to  the  Knowledge of any
     Goldsboro Party, threatened against any  of the Company Real
     Property  or  any  improvement  thereon.  The  Company  Real
     Property constitutes all of the real  property  utilized  by
     the  Company  and  its  Subsidiaries in the operation of the
     Business.

     Section 4.7    Title to Assets; Related Matters.

          (a)   Except  as set  forth on Schedule 4.7 the Company
     and its  Subsidiaries  have good and marketable title to all
     of  their  respective property and assets, free and clear of
     all  Liens except Permitted Liens.

          (b)   All  equipment  and  other  items   of   tangible
     personal  property  and  assets  of  the  Company  and   its
     Subsidiaries (i) are, in all  material  respects, considered
     as  a  whole, in good  operating condition and in a state of
     good maintenance and repair, ordinary wear and tear excepted,
     (ii) were  acquired  and  are  usable  in  the  regular  and
     Ordinary Course and (iii) conform, in all material respects,
     to all applicable Laws.  No Person other than the Company or
     its  Subsidiaries  owns  any  equipment  or  other  tangible
     personal  property or assets situated on the premises of the
     Company  or any of its Subsidiaries, except for leased items
     that are subject to personal property leases.  Except as set
     forth on Schedule 4.7,  since  January 3, 2010,  neither the
     Company nor any of its Subsidiaries has sold, transferred or
     disposed of any assets, other than sales of inventory in the
     Ordinary  Course  and  other  sales  of assets which, in the
     aggregate, do not exceed $100,000 in sales price.

     Section 4.8   Inventory. The Company's and its Subsidiaries'
inventory (both as of the date hereof and on the Closing Date  as
will be reflected on the Final Working Capital Schedule), to  the
Knowledge  of  the Goldsboro Parties, (a) is sufficient  for  the
operation of the Company's and its Subsidiaries' business in  the
Ordinary  Course,  (b)  consists  of  items  that  are  good  and
merchantable within normal trade tolerances, (c) is of a  quality
and  quantity presently usable or saleable in the Ordinary Course
(subject to applicable reserves), (d) is valued on the books  and
records  of  the Company or a Subsidiary, as applicable,  at  the
lower of cost or market consistent with past practice, and (e) is
subject   to   reserves  determined  in  accordance  with   GAAP,
specifically  including  reserves  for  obsolescence  and  excess
inventory.   To  the  Knowledge  of  the

 24

Goldsboro  Parties,  no previously  sold  inventory is subject to
returns  in  excess  of those  historically  experienced by   the
Company   or   its Subsidiaries.

     Section 4.9   Financial    Statements.     The     Financial
Statements  are  attached  as  Schedule  4.9  hereto.   Except as
expressly noted on Schedule 4.9, the Audited Financial Statements
have been  prepared  in  accordance  with GAAP from the books and
records of  the  Company and its Subsidiaries, and such books and
records have  been  maintained  on  a basis consistent with GAAP.
Each  balance   sheet   included  in   the  Financial  Statements
(including the related  notes  and schedules) fairly presents, in
all material respects,  the financial position of the Company and
its Subsidiaries, as  applicable,  as of the date of such balance
sheet, and each statement  of  income  and cash flows included in
the  Financial  Statements  (including  the  related   notes  and
schedules) fairly presents, in all material respects, the results
of operations and  changes  in cash  flows of the Company and its
Subsidiaries for the  periods  set forth therein, in each case in
accordance  with  GAAP  (except  with  respect  to  the   Interim
Financial Statements, which  are  not prepared in accordance with
GAAP, and as otherwise as expressly noted therein or as disclosed
on Schedule 4.9).  Since the date of the Balance Sheet, there has
been no change in any accounting  (or  tax  accounting)   policy,
practice or procedure of  the Company or any of its Subsidiaries.
The Company  and  its  Subsidiaries  maintain  accurate books and
records  reflecting  each  of  their  assets  and liabilities and
maintain  proper  and  adequate  internal   accounting   controls
sufficient  to  provide  reasonable  assurances   regarding   the
reliability of financial reporting and  the preparation of annual
financial  statements  for  external  purposes in accordance with
GAAP.

     Section 4.10   No  Undisclosed   Liabilities.    Except   as
disclosed  on Schedule 4.10 or any of the other Schedules, to the
Knowledge  of  the Goldsboro Parties, neither the Company nor any
of its Subsidiaries has any liability (whether absolute, accrued,
contingent  or  otherwise)  that  is  not adequately reflected or
provided for in the Balance Sheet,  except  liabilities that have
been incurred since the date of the Balance Sheet in the Ordinary
Course.

     Section 4.11   Absence  of  Certain Changes.  Since the date
of the  Balance Sheet and through the date of this Agreement, and
except  as set forth on Schedule 4.11, there has not been (i) any
Material  Adverse  Effect,  (ii) any damage, destruction, loss or
casualty  to  property  or  assets  of  the Company or any of its
Subsidiaries with a value in excess of $1,000,000, whether or not
covered  by  insurance,  (iii)  any  action  taken to declare any
dividend, pay  or  set  aside  for  payment any dividend or other
distribution,  or  make any payment to any related parties (other
than the payment of  salaries in the Ordinary Course) or (iv) any
action taken of the  type  described in Section 8.1 hereof, that,
had such action occurred  following  the  date hereof without the
Purchaser's prior approval, would be in  violation of Section 8.1
hereof.

     Section 4.12   Legal  Proceedings.  Except  as  set forth on
Schedule 4.12,  there  is  no  suit, action,  claim, arbitration,
proceeding or  investigation  pending or, to the Knowledge of any
Goldsboro Party, threatened against, relating to or involving the
Company,  any  of  its  Subsidiaries  or their respective real or
personal  property  before  any  Governmental   Entity   or   any
arbitrator (a "Company  Legal  Proceeding").  Notwithstanding the
foregoing, it  is understood that Schedule 4.12 need not list any
matters which  have  only  been threatened (as opposed to matters
which are  pending) unless such threatened matters are reasonably
likely  to  result  in  Losses  to  the  Company  or  any  of its
Subsidiaries,  which  exceed  $50,000  with  respect  to any such
matter  individually  or  which  exceed $100,000 in the aggregate
with respect to all such matters.

 25

     Section 4.13   Compliance with Law.  The Company and each of
its  Subsidiaries  is  (and has been at all times during the past
four  (4) years)  in compliance in all material respects with all
applicable  Laws,  except  to  the  extent such instances of non-
compliance would not require  payment by, or result in Losses to,
the Company or any of its Subsidiaries, in excess of $50,000 with
respect  to  any  such  instance  individually  or  in  excess of
$100,000  in  the  aggregate  with respect to all such instances.
Except as set forth on Schedule 4.13, neither the Company nor any
of  its  Subsidiaries  has received any written notice that it is
under investigation with respect to, and, to the Knowledge of any
Goldsboro Party,  neither the Company nor any of its Subsidiaries
is  otherwise  now  under  investigation  with  respect  to,  any
violation  of  any  applicable  Law  or  other  requirement  of a
Governmental  Entity.   Neither  the  Company  nor  any  of   its
Subsidiaries is (a) subject to any judgment, decree,  injunction,
rule or order of any court or arbitration  panel  or (b) debarred
or suspended from doing business with any Governmental Entity.

     Section 4.14   Company  Contracts.   Correct   and  complete
copies  of  all  Company  Contracts  have  been made available to
Purchaser.  To  the  Knowledge  of  the  Goldsboro  Parties,  the
Company Contracts are  legal,  valid, binding and enforceable, in
all material respects,  in accordance with their respective terms
with  respect  to  the  Company  or  any  of its Subsidiaries, as
applicable, and each  other  party  to  such  Company  Contracts.
There is no existing material  default  or material breach by the
Company or  any  of  its  Subsidiaries,  as applicable, under any
Company Contract (or event  or  condition  that,  with  notice or
lapse of time or both could constitute a default or breach), and,
to the Knowledge of any Goldsboro Party, there is no such default
(or event or condition that, with notice or lapse of time or both,
could constitute a  default or breach)  with respect to any third
party to any Company Contract.  To the Knowledge of the Goldsboro
Parties,  neither  the  Company  nor  any  of its Subsidiaries is
participating  in  any  discussions  or  negotiations   regarding
modification of or  amendment  to  any  Company Contract or entry
into any new material  contract applicable to the Company, any of
its Subsidiaries or  the real or personal property of the Company
or any of its Subsidiaries.  Except as set forth on Schedule 4.14,
no Company  Contract  requires  the  consent  of or notice to the
other  party  thereto  to  avoid any  material breach, default or
violation  of  such  contract,  agreement  or other instrument in
connection with the transactions contemplated hereby.

     Section 4.15   Tax Returns; Taxes.

          (a)  Except as otherwise disclosed on Schedule  4.15(a):
     (i)  all  Tax  Returns  of  the  Company  and  each  of   its
     Subsidiaries due to  have  been filed through the date hereof
     in accordance with any applicable  Law have been timely filed
     and are  correct  and complete in all material respects; (ii)
     all Taxes, deposits of  Taxes  or  other payments relating to
     Taxes  due  and  owing  by  the  Company  and  each  of   its
     Subsidiaries (whether or not shown on any  Tax  Return), have
     been paid in full; (iii) there are not now any  extensions of
     time in effect with  respect  to  the  dates on which any Tax
     Returns of the Company or any of its Subsidiaries were or are
     due to  be  filed; (iv) all deficiencies asserted as a result
     of  any  examination of any Tax Returns of the Company or any
     of  its  Subsidiaries  have been paid in full, accrued on the
     books of  the  Company or its Subsidiaries, as applicable, or
     finally  settled,  and  no  issue has been raised in any such
     examination  which,   by  application of the same or  similar
     principles,  reasonably  could  be  expected  to result in  a
     proposed deficiency for any other period not so examined; (v)
     no claims have been asserted and no proposals or deficiencies
     for any Taxes of the Company

 26

     or any of its Subsidiaries are being asserted,  proposed  or,
     to  the Knowledge of the Company, threatened, and no audit or
     investigation of any return or report of Taxes of the Company
     or any of its Subsidiaries is currently underway, pending or,
     to the  Knowledge  of  the Company, threatened; (vi) no claim
     has ever been made by a taxing authority in a jurisdiction in
     which the Company  or  any  of its Subsidiaries does not file
     Tax Returns that it is  or may be subject to taxation by that
     jurisdiction; (vii) the  Company and each of its Subsidiaries
     have  withheld  and paid all  Taxes  required  to  have  been
     withheld and paid in connection with amounts paid or owing to
     any  employee,  independent  contractor,  creditor,   member,
     partner, stockholder or other third party;  (viii)  there are
     no outstanding waivers or agreements by or on behalf  of  the
     Company or any of its Subsidiaries  for the extension of time
     for the assessment of any Taxes  or  deficiency  thereof, nor
     are there any requests for rulings, outstanding subpoenas  or
     requests for information, notice  of proposed reassessment of
     any  property  owned  or  leased by the Company or any of its
     Subsidiaries or any other matter pending between the  Company
     or any of its Subsidiaries and  any  taxing  authority;  (ix)
     there  are  no  Liens  for  Taxes (other than Liens for Taxes
     which  are  not yet due and payable), nor are there any Liens
     for Taxes  which  are  pending  or, to the Knowledge  of  the
     Company,  threatened; (x)  none of the Goldsboro Parties is a
     "foreign  person"  within  the meaning of Section 1445 of the
     Code; (xi) neither the Company nor any of its Subsidiaries is
     a party to any  Tax  allocation  or  sharing  agreement under
     which the Company or  any  of  its Subsidiaries will have any
     liability after  the  Closing; (xii) neither  the Company nor
     any of its Subsidiaries  has  been a member  of an affiliated
     group filing a consolidated  U.S.  federal  income Tax Return
     (other than a group the common parent of which the Company is
     the  parent);  (xiii)  neither  the  Company  nor  any of its
     Subsidiaries has any liability for the  Taxes  of  any Person
     (other than the Company or its Subsidiaries)  under  Treasury
     Regulation  section  1.1502-6  (or any  similar  provision of
     state, local, or foreign Law), as a transferee or  successor,
     by contract, or otherwise; (xiv) neither the Company  nor any
     of its Subsidiaries has made any payments,  is  obligated  to
     make  any payments, or is a party to any agreement that under
     certain  circumstances could obligate it to make any payments
     that  will  not be deductible under Section 280G of the Code;
     (xv) the  Company  is  a  partnership  for federal income Tax
     purposes  and  has   not  made  an  election  under  Treasury
     Regulation Section 301.7701-3  to be  taxed as a corporation;
     (xvi)  no  Subsidiary  has  made  an  election under Treasury
     Regulation Section 301.7701-3 relating to  its classification
     for federal income tax purposes; and (xvii)   the Company and
     its  Subsidiaries  have  at all times used proper  accounting
     methods and periods in computing their Tax liability.

          (b)  Except  as  set  forth  on  Schedule  4.15(b),  the
     Goldsboro Parties have delivered to the Purchaser correct and
     complete  copies  of  all  federal,  state, local and foreign
     income Tax Returns (together with any agent's reports and any
     accountants'  work papers)  relating to the operations of the
     Company and each  of its Subsidiaries for taxable years ended
     on or after December 31, 2005.

          (c)  The  unpaid   Taxes   of   the   Company   and  its
     Subsidiaries  did  not,  as  of  the  date of  the applicable
     Financial Statements,  exceed  the reserve  for Tax liability
     (rather than any reserve for  deferred  Taxes  established to
     reflect timing differences between  book  and Tax income) set
     forth on the face of the applicable balance sheet included in
     the Financial Statements (rather  than  any  notes  thereto).
     Since January 3, 2010, neither the

 27

     Company  nor  any  of  its  Subsidiaries  has  incurred   any
     liability  for  Taxes  arising  from  extraordinary  gains or
     losses,  as  that  term is used in GAAP, outside the Ordinary
     Course.

          (d)  None of  the Company's Subsidiaries has distributed
     stock of  another Person, or has had its stock distributed by
     another  Person,  in  a  transaction  that  was  purported or
     intended to be governed in whole or in part by Section 355 or
     Section 361 of the Code.

     Section 4.16  Officers and Employees. Except as set forth on
Schedule 4.16, neither the Company nor any of its Subsidiaries is
a  party  to or bound by any Employment Agreement.  The Goldsboro
Parties  have  provided  to the Purchaser  correct  and  complete
copies  of each Employment Agreement to which the Company or  any
of  its  Subsidiaries  is a party, or by which  any  of  them  is
otherwise  bound.   To  the Knowledge of the  Goldsboro  Parties,
there  is no existing default or breach of the Company or any  of
its  Subsidiaries, as applicable, under any Employment  Agreement
(or event or condition that, with notice or lapse of time or both
could  constitute  a default or breach), and  there  is  no  such
default (or event or condition that, with notice or lapse of time
or  both,  could constitute a default or breach) with respect  to
any third party to any Employment Agreement.  Except as set forth
on Schedule 4.12, neither the Company nor any of its Subsidiaries
nor   any   Goldsboro  Party  has  received  a  claim  from   any
Governmental Entity to the effect that the Company or any of  its
Subsidiaries  has  improperly classified any  person  (a)  as  an
independent  contractor or (b) as "exempt" or "non-exempt"  under
the  FLSA.   Except as set forth on Schedule 4.16,  no  Goldsboro
Party  has  made any verbal commitments to any officer, employee,
former  employee,  consultant or independent  contractor  of  the
Company  or any of its Subsidiaries with respect to compensation,
promotion,  retention, termination, severance or similar  matters
in  connection  with  the  transactions  contemplated  hereby  or
otherwise.   The retention and severance agreements entered  into
by  Maxwell with certain employees of the Company as described on
Schedule  4.16  shall  be  assumed and paid  by  the  Company  in
accordance with the terms of those agreements.

     Section 4.17   Company  Benefit  Plans.  To the Knowledge of
the Goldsboro Parties, each Company Benefit Plan is identified in
Schedule  4.17, and the Goldsboro Parties have provided a correct
and  complete  copy  of  each such plan to the Purchaser together
with the most recent  report filed with respect to such plan with
any  Governmental  Entity.  Except as set forth in Schedule 4.17,
no Company Benefit  Plan  is subject to Title IV of ERISA, and no
Company Benefit Plan is  described  in Section 413(c) of the Code
or Section 3(40) of ERISA.  Except as set forth in Schedule 4.17,
the terms of each Company Benefit  Plan  as  currently  in effect
that purports to be qualified under Section  401(a)  of  the Code
and any trust which is a part of any such  Company  Benefit  Plan
are subject to a favorable determination letter or opinion letter
from the U.S. Internal Revenue Service, and each  such  plan  has
been operated  and  administered  in  accordance  with  all  Laws
(including  ERISA and the Code).  The terms of each other Company
Benefit Plan satisfy the  requirements  of  Laws (including ERISA
and  the  Code),  and  each  such  plan  has  been  operated  and
administered in accordance with all Laws (including ERISA and the
Code) except  as  would not reasonably be expected to result in a
Material Adverse  Effect on the Business.  Except as set forth in
Schedule 4.17, the  Company  and  each  of  its Subsidiaries have
timely satisfied all reporting and  disclosure  obligations under
Laws (including ERISA and the Code)  with  respect to the Company
Benefit Plans except as  would  not  reasonably  be  expected  to
result in a Material  Adverse  Effect  on  the  Business.  To the
Knowledge of the Goldsboro Parties,

 28

neither the Company nor an  ERISA  Affiliate  has  any  liability
(directly  or  indirectly,  contingent  or  otherwise)  under any
Employee Benefit Plan other  than a Company Benefit Plan.  To the
Knowledge of the Goldsboro Parties, there have been no prohibited
transactions  (as described  in  Section  406 of ERISA or Section
4975 of the Code) with respect  to any Company Benefit Plan which
have not been corrected in full  with respect to which any Tax or
penalty is due or which are not  otherwise  exempt  under Section
4975(d) of the Code or Section 408 of ERISA.  Except as set forth
in Schedule 4.17, if the benefits  under  a  Company Benefit Plan
are funded through a trust, the fair  market  value of the assets
of such trust equal or exceed the  liabilities  of such plan.  If
the  benefits  under  a  Company  Benefit Plan are funded through
insurance contracts, such  contracts are in full force and effect
and all premiums have been  paid  when due.  If benefits under  a
Company Benefit Plan are  funded  from the  general assets of the
Company or any of  its  Subsidiaries,  the  liability for funding
such benefits is shown on the books and records of the Company or
the applicable Subsidiary  of the Company in accordance with GAAP
and  any  applicable   standards   of  the  Financial  Accounting
Standards  Board.  Except  as  set forth in Schedule 4.17, to the
Knowledge of the Goldsboro  Parties, the  Company and each of its
Subsidiaries have made full  and  timely  payment of  all amounts
which are required to be paid  as  contributions to  each Company
Benefit  Plan.  No  Company  Benefit  Plan provides  for benefits
described in Section 3(1) of  ERISA  following  a  termination of
employment except as required  under Part  6 of Title I of ERISA,
and the Company and each of its Subsidiaries have complied in all
respects with the healthcare  continuation  coverage requirements
of Part 6 of Title I of ERISA.  Except  as set forth in  Schedule
4.17, to  the  Knowledge  of  the  Goldsboro Parties, there is no
contract, agreement, plan or  arrangement  with  any Person which
provides for any payment to any employee by the Company or any of
its Subsidiaries, which payment  would  fail to  be deductible by
reason  of  Section  280G  of  the Code or which would exceed the
deduction limits under Section 404 of  the  Code.  Except  as set
forth in Schedule 4.17, to the Knowledge of the Goldsboro Parties,
neither  the  Company  nor   any  of  its  Subsidiaries  has  any
contractual obligation to maintain any  Company  Benefit Plan for
any  period  of  time  or  to make contributions from its general
assets at a fixed rate to such  plan (other than premium payments
for an insurance contract which  are  set on a year-to-year basis
and matching contributions as  provided  in  the Company's 401(k)
plan), and the Company can  terminate any Company Benefit Plan at
any time, including a  Company Benefit Plan which is described in
Section 401(k) of the  Code, without any early termination fee or
penalty becoming due  under  the  terms  of  any group annuity or
other insurance contract.

     Section 4.18   Labor  Relations.  Except  as  set  forth  in
Schedule  4.18,  (a)  neither  the  Company   nor   any   of  its
Subsidiaries is a  party  to any collective bargaining agreement,
contract or legally  binding  commitment  to  any  trade union or
employee  organization  or  group  in  respect  of  or  affecting
employees; (b) neither the Company nor any of its Subsidiaries is
currently  engaged  in  any  negotiation  with any trade union or
employee organization; (c) neither  the  Company  nor any  of its
Subsidiaries has engaged in  any unfair labor practice within the
meaning of  the  National  Labor  Relations Act,  and there is no
pending or, to the Knowledge  of any  Goldsboro Party, threatened
complaint  regarding  any  alleged  unfair  labor practices as so
defined; (d) there is no strike, labor dispute, work slow down or
stoppage pending or, to  the  Knowledge  of  any Goldsboro Party,
threatened against the  Company  or  any of its Subsidiaries; (e)
there is no arbitration  proceeding  arising out of any grievance
or under any collective bargaining agreement which is pending or,
to the Knowledge of any  Goldsboro  Party, threatened against the
Company or any of its  Subsidiaries; (f)  neither the Company nor
any of its Subsidiaries has experienced

 29

any material work stoppage; (g) neither the  Company  nor  any of
its Subsidiaries is the subject of any union organization effort;
(h) there are no claims pending  or,  to  the  Knowledge  of  any
Goldsboro Party, threatened against the Company  or  any  of  its
Subsidiaries  related  to  the  status  of  any  individual as an
independent contractor or employee; and (i) the  Company and each
of its Subsidiaries have complied in all respects with WARN.

     Section 4.19   Insurance Policies.  Schedule 4.19 sets forth
a  list  of all policies of insurance currently maintained, owned
or  held  by  the  Company  and  its  Subsidiaries (excluding any
insurance  contract  which  is  part  of  a  Company Benefit Plan
identified  on  Schedule  4.17)  (collectively,  the   "Insurance
Contracts"),  including the policy limits or amounts of coverage,
deductibles  or self-insured retentions, and annual premiums with
respect thereto.  To the Knowledge of the Goldsboro Parties, such
Insurance  Contracts  are  valid  and  binding in accordance with
their  terms,  are  in  full  force and effect, and the Insurance
Contracts  will  continue  in  effect  after  the  Closing  Date.
Similar  coverage  to  the  coverage  set  forth in the Insurance
Contracts  has been maintained on a continuous basis for the last
four  (4)  years.  To  the  Knowledge  of  the Goldsboro Parties,
neither  the  Company  nor  any  of its Subsidiaries has received
written notice that (a) it has breached or defaulted under any of
such Insurance Contracts, or (b) that any event has occurred that
would   permit   termination,   modification,   acceleration   or
repudiation  of such Insurance Contracts.  Except as set forth in
Schedule 4.19  and  except as would not reasonably be expected to
result in a Material  Adverse Effect on the Business, neither the
Company nor any of its  Subsidiaries  is  in default (including a
failure to pay an insurance premium when due) with respect to any
Insurance  Contract,  nor  has  the  Company  nor  any   of   its
Subsidiaries failed to give any notice of  any  claim  under such
Insurance Contract in due and timely fashion  nor has the Company
nor any of its Subsidiaries ever been denied  or  turned down for
insurance coverage.

     Section 4.20   Environmental,   Health  and  Safety Matters.
Except as set forth on Schedule 4.20:

          (a)  The  Company  and each of its Subsidiaries possess
     all permits  and  approvals  required  under, and each is in
     compliance in all  material respects with, all Environmental
     Laws, and the Company  and  each  of  its Subsidiaries is in
     compliance in all material  respects  with   all  applicable
     limitations,    restrictions,     conditions,     standards,
     prohibitions,  requirements,   obligations,  schedules   and
     timetables  contained  in  all  Environmental  Laws,  or any
     notice or demand letter issued thereunder,

          (b)  to the Knowledge of the Goldsboro Parties, neither
     the  Company nor any of its Subsidiaries has received notice
     of actual  or  threatened  liability  under  CERCLA  or  any
     similar foreign,  state  or  local Law from any Governmental
     Entity  or  any  third  party  and  there  is  no  fact   or
     circumstance that could form the  basis for the assertion of
     any  claim  against  the  Company or any of its Subsidiaries
     under any Environmental Law, including CERCLA or any similar
     local, state or foreign Law with respect to any on-site   or
     off-site location;

          (c)  neither  the  Company  nor any of its Subsidiaries
     has entered into or agreed to enter into, any consent decree
     or order, and  neither   the   Company   nor   any   of  its
     Subsidiaries is subject to any  judgment, decree or judicial
     or administrative order relating

 30

     to  compliance  with,  or the cleanup of Hazardous Materials
     under, any applicable Environmental Law;

          (d)  neither  the  Company nor  any of its Subsidiaries
     has been  alleged  to  be  in violation of, and has not been
     subject  to  any  administrative  or   judicial   proceeding
     pursuant to, applicable Environmental Laws either now or any
     time during the past four (4) years;

          (e)  to  the  Knowledge  of  the Goldsboro Parties, the
     Company and the Goldsboro Parties have made available to the
     Purchaser  copies  of  all  reports, notices and assessments
     relating to material  environmental  matters  of the Company
     and its Subsidiaries; and neither the Company nor any of its
     Subsidiaries has paid any fine, penalty or assessment within
     the  prior  four  (4) years  with  respect  to environmental
     matters; and

          (f)  neither the Company nor any of its Subsidiaries is
      subject  to  any claim, obligation, liability, loss, damage
      or expense of  any kind or nature whatsoever, contingent or
      otherwise, incurred  or imposed or based upon any provision
      of  any  Environmental  Law  or  arising  out of any act or
      omission of the Company or any of  its Subsidiaries, or the
      Company's or any of its Subsidiaries'  employees, agents or
      representatives  or  arising  out  of  the  ownership, use,
      control  or  operation  by  the  Company  or  any  of   its
      Subsidiaries of any plant, facility, site, area or property
      (including  any  plant,  facility,  site,  area or property
      currently  or  previously owned or leased by the Company or
      any of its Subsidiaries) from which any Hazardous Materials
      were Released  into the environment (the term "environment"
      meaning any surface or ground water, drinking water supply,
      soil,  surface  or  subsurface  strata  or  medium,  or the
      ambient  air);  neither  the  Company   nor   any   of  its
      Subsidiaries has imported, manufactured,  stored,  managed,
      used,  operated,  transported,  treated or disposed  of any
      Hazardous  Material  other  than  in   compliance   in  all
      material respects with all Environmental Laws.

          Section 4.21   Intellectual Property.

          (a)  Schedule 4.21(a)  contains  a  list of all Company
     Registered  Intellectual Property, and specifying as to each
     scheduled item,  as  applicable,  the assigned identifier or
     number, title or mark,  filing  date,  registration or grant
     date and jurisdiction, and  identifies  that  which is owned
     and that which is licensed by the  Company  and  any  of its
     Subsidiaries.

          (b)  Except  as  set  forth  in  Schedule  4.21(b),  no
     Company Intellectual Property owned by the Company or any of
     its Subsidiaries, or product or service as currently used by
     the  Company  or  any  of   its   Subsidiaries   and   which
     incorporates  and  relates  to  such  Company   Intellectual
     Property, is subject to any proceeding or outstanding decree,
     order,  judgment,   settlement   agreement   or  stipulation
     (excluding licenses and business  arrangements  entered into
     by the Company or any of its  Subsidiaries  in  the Ordinary
     Course) (i) restricting in any  manner  the use, transfer or
     licensing thereof by the Company or  any of its Subsidiaries
     or (ii) that may affect the validity, use  or enforceability
     of the Company Intellectual Property or any  such product or
     service.


 31

     Each  item  of  Company  Registered   Intellectual  Property
     owned by the Company or any of its  Subsidiaries is    valid
     and subsisting.  Except  as set  forth  on Schedule 4.21(b),
     all necessary registration, maintenance and renewal     fees
     currently   due   in   connection  with  Company  Registered
     Intellectual  Property  owned  by  the Company or any of its
     Subsidiaries  have been made for the purposes of maintaining
     and  recording   ownership   of   such   Company  Registered
     Intellectual Property  in  any  jurisdiction material to the
     operations of the  Company  as  currently  conducted  and as
     proposed to be conducted.

          (c)  Except  as  set  forth  on  Schedule  4.21(c), the
     Company owns  and  has  good and  exclusive title to, or has
     licenses  for, each  item  of  Company Intellectual Property
     necessary  for  the  conduct  of  the  Company's   and   its
     Subsidiaries'  business  as  currently   conducted   and  as
     proposed  to  be  conducted,  free  and  clear  of  any Lien
     (excluding  licenses  and  related  restrictions);  and  the
     Company is  the exclusive owner or exclusive licensee of all
     trademarks and service marks, brands, trade names and domain
     names  of  the  Company  Registered  Intellectual  Property.
     Except as set forth on Schedule 4.21(c), neither the Company
     nor any of its  Subsidiaries  has  granted  any  rights   or
     interest  in  the  Company  Intellectual Property to a third
     party.

          (d)  The Company owns exclusively and has good title to
     all copyrighted works created by or on behalf of the Company
     or any  of its  Subsidiaries for, or otherwise has the right
     to use the  copyrighted  works on or in connection with, the
     products  currently  offered by or proposed to be offered by
     the Company or any of its Subsidiaries.

          (e)  To  the  extent  that  the   Company  Intellectual
     Property has  been developed or created by a third party for
     the Company or any of its Subsidiaries, the Company or  such
     Subsidiary, as applicable, has either (i) obtained a written
     agreement with such  third  party  confirming  the Company's
     ownership of such Company Intellectual Property, or (ii) has
     an irrevocable  license sufficient for the operations of the
     Company and each of its Subsidiaries  as currently conducted
     and as proposed to be conducted to all of such third party's
     Intellectual Property in such work, material or invention by
     operation of law or by valid agreement.

          (f)  The operations of the Company and its Subsidiaries
     as  currently  conducted  and  as  proposed to be conducted,
     including the Company's and any of its Subsidiaries' design,
     development,  marketing and sale of the products or services
     of  the  Company  and  any  such  Subsidiary,  has not since
     October 2, 2006, and does not, infringe or misappropriate in
     any manner the Intellectual  Property of any third party or,
     to the Knowledge of any Goldsboro  Party, constitute  unfair
     competition  or  trade  practices  under  the  Laws  of  any
     jurisdiction.

          (g)  The  Goldsboro Parties have no Knowledge, and have
     not  received  written  notice  of or any other overt threat
     from any  third party, that the operation of the Company and
     its  Subsidiaries  as  it  is  currently  conducted  and  as
     proposed  to  be  conducted,  or  any act, product, service,
     brand  or  mark  of  the  Company or any of its Subsidiaries
     currently  offered  or  used  by  the  Company, infringes or
     misappropriates the Intellectual Property of any third party
     or constitutes unfair competition or  trade  practices under
     the Laws of any jurisdiction.

 32

          (h)  To  the  Knowledge  of  the  Goldsboro Parties, no
     Person  is  currently  infringing  or  misappropriating  any
     Company Intellectual Property.

          (i)  The  Company  and  its  Subsidiaries  have   taken
     reasonable steps  to  protect  the rights of the Company and
     its Subsidiaries in the  Confidential  Information  and  any
     trade secret or confidential  information  of  third parties
     used by the  Company  or  any  Subsidiary, and, except under
     confidentiality   obligations,  there  has  not  been to the
     Knowledge of the Goldsboro Parties  any  unauthorized public
     disclosure by the Company or any of  its Subsidiaries of any
     Confidential  Information  or  any  such  trade  secret   or
     confidential information of third parties.

     Section 4.22   Software.  Neither the Company nor any of its
Subsidiaries owns any Company Proprietary Software or licenses or
uses  any  Company  Licensed Software that  is  material  to  the
operation  of  the  Company  or  its  Subsidiaries  as  currently
conducted and as proposed to be conducted.

     Section 4.23   Transactions  with Affiliates.  Except as set
forth on Schedule 4.23, to the Knowledge of the Goldsboro Parties,
no executive officer of the Company, any of its Subsidiaries, any
Goldsboro Party, Murphy-Brown or any Affiliate of any of them, no
Person  with whom any such officer, manager or director  has  any
direct  or  indirect relation by blood, marriage or adoption,  no
entity  in which any such officer, manager or director or  Person
owns   any  beneficial  interest  (other  than  a  publicly  held
corporation  whose  stock  is traded  on  a  national  securities
exchange  or  in the over-the-counter market and less  than  five
percent  of the stock of which is beneficially owned by all  such
officers,  directors and Persons in the aggregate), no  Affiliate
of any of the foregoing and no current or former Affiliate of the
Company or any of its Subsidiaries, including any Goldsboro Party
or   Murphy-Brown,  has  any  interest  in:  (a)  any   contract,
arrangement or understanding with, or relating to, the Company or
any  of  its  Subsidiaries or the properties  or  assets  of  the
Company  or  any of its Subsidiaries; (b) any loan,  arrangement,
understanding,  agreement or contract  for  or  relating  to  the
Company or any of its Subsidiaries or the properties or assets of
the  Company  or  any of its Subsidiaries; or  (c)  any  property
(real,  personal  or  mixed), tangible  or  intangible,  used  or
currently  intended  to  be used by the Company  or  any  of  its
Subsidiaries.

     Section 4.24   Undisclosed  Payments.  To  the  Knowledge of
the  Goldsboro  Parties,  neither  the   Company,   any   of  its
Subsidiaries  nor  any of their  respective officers, managers or
directors, nor  anyone  acting on behalf of any of them, has made
or received any  payment  not  correctly  categorized  and  fully
disclosed in the  Company's or Subsidiaries' books and records in
connection with  or  in  any  way  relating  to  or affecting the
Company or any of its Subsidiaries.

     Section 4.25   Customer and Supplier Relations.  The Company
and  its  Subsidiaries  maintain  good relations with each of its
Customers and Suppliers  and,  to  the Knowledge of the Goldsboro
Parties,  no  event  has  occurred  that  could  materially   and
adversely  affect  the  Company's  or its Subsidiaries' relations
with  any  Customer or Supplier.  Except as set forth on Schedule
4.25,  no  Customer  or  Supplier has during the last twelve (12)
months  cancelled,  terminated  or,  to  the  Knowledge  of   any
Goldsboro Party, made any threat to cancel or otherwise terminate
any of its contracts with the Company or any of its  Subsidiaries
or to decrease its usage or supply of the Company's or any of its
Subsidiaries'     services     or     products,     where    such

 33

cancellation,  termination, decrease would be reasonably expected
to result in a  Material  Adverse Effect on the Business.  Except
as  set  forth on  Schedule 4.25,  no  Goldsboro  Party  has  any
Knowledge to the effect that any current Customer or Supplier may
terminate or materially  alter  its  business  relations with the
Company or any of its  Subsidiaries,  either  as  a result of the
transactions  contemplated  hereby  or  otherwise  and where such
termination or alteration  would be reasonably expected to result
in a Material Adverse Effect on the Business

     Section 4.26   Notes; Accounts Receivable.

          (a)  Notes.  All  notes receivable and notes payable of
     the  Company  and  its  Subsidiaries  owing  by  or  to  any
     Affiliate of the Company or any of its Subsidiaries or by or
     to any Goldsboro  Party  or  Murphy-Brown  (the   "Affiliate
     Loans") have been paid in  full,  settled  by way of capital
     contribution in  kind,  cancelled  or  otherwise  discharged
     prior to the date hereof or shall have  been  paid  in full,
     settled by way of capital contribution in kind, cancelled or
     otherwise discharged prior to  the  Closing  Date.  Schedule
     4.26(a) sets  forth  a  correct  and  complete  list  of all
     Affiliate  Loans  and the outstanding balance and applicable
     interest  payments under each Affiliate Loan as of the  date
     hereof.

          (b)  Accounts  Receivable.   Except  as  set  forth  on
     Schedule  4.26(b),  all  receivables  reflected on the Final
     Working Capital Schedule (net of any reserves shown thereon)
     (i) will  be  valid,  existing  and  collectible in a manner
     consistent with the  Company's  past practice without resort
     to legal proceedings or  collection agencies, (ii) represent
     monies due for goods sold and delivered or services rendered
     in the Ordinary Course and (iii) will  not be subject to any
     refund  or  adjustment  or  any  defense,  right of set-off,
     assignment, restriction, security interest  or  other  Lien.
     Neither the Company nor any of its Subsidiaries has factored
     any of its receivables.

          (c)  Accounts  Payable.  The  accounts  payable  of the
     Company and  its Subsidiaries reflected on the Balance Sheet
     (and that  will  be  reflected  on the Final Working Capital
     Schedule) arose or will arise from bona fide transactions in
     the Ordinary Course.

     Section 4.27   Licenses. The  Company  and  its Subsidiaries
own or possess  all Licenses that are necessary to enable them to
carry  on  their  operations  as  presently  conducted.   To  the
Knowledge of the  Goldsboro Parties, all such Licenses are valid,
binding and in full force and effect. The execution, delivery and
performance  hereof  and  the consummation  of  the  transactions
contemplated hereby shall not adversely affect any such  License,
or  require consent from, or notice to, any Governmental  Entity.
No  loss  or  expiration of any License is  pending  or,  to  the
Knowledge   of  any  Goldsboro  Party,  threatened  (other   than
expiration upon the end of any term).

     Section 4.28   Ethical  Practices.  To  the Knowledge of the
Goldsboro  Parties,  neither the Company, any of its Subsidiaries
nor any representative  thereof  has offered or given anything of
value  to:  (i)  any  official  of  a  Governmental  Entity,  any
political  party  or  official  thereof  or  any  candidate   for
political office; (ii) any customer or member of any Governmental
Entity; or (iii) any other Person, in any such case while knowing
or  having  reason to know that all or a portion

 34

of such money or thing of value may be offered, given or promised,
directly  or  indirectly,  to  any  customer  or  member  of  any
Governmental Entity or any candidate for political office for the
purpose of the  following: (x) influencing any action or decision
of such Person,  in  such Person's official capacity, including a
decision to fail  to perform such Person's official function; (y)
inducing such  Person  to  use  such  Person's influence with any
Governmental Entity to affect or influence any act or decision of
such  Governmental  Entity  to  assist  the Company or any of its
Subsidiaries  in  obtaining  or  retaining business for, with, or
directing  business  to,  any  Person;  or (z) where such payment
would constitute a bribe, kickback or illegal or improper payment
to assist the Company or any of its  Subsidiaries in obtaining or
retaining business for, with, or directing business to, any
Person.

     Section 4.29   Product and Service Warranties and Guaranties.

          (a)  There  is  no  pending or, to the Knowledge of any
     Goldsboro Party, threatened claim alleging any breach of any
     Warranty.  Except as set forth on Schedule 4.29, neither the
     Company  nor  any  of  its  Subsidiaries has exposure to, or
     liability  under,  any  Warranty  (a)  beyond  that which is
     typically  assumed  in  the  ordinary  course of business by
     Persons engaged in businesses  comparable  in size and scope
     of the Company and its Subsidiaries,  or (b) that would have
     a Material Adverse Effect.  Attached to Schedule 4.29 is the
     standard form of Warranty provided by the  Company  and  its
     Subsidiaries.

          (b)  Except  as  set  forth  on Schedule 4.29, adequate
     reserves for any expense to be  incurred  by  any Company or
     any  of its Subsidiaries as a result of any Warranty granted
     prior to the  Closing will be reflected on the Final Working
     Capital Schedule.

     Section  4.30   Brokers,  Finders  and  Investment  Bankers.
Except as set forth on Schedule 4.30, neither the Company, any of
its  Subsidiaries,  nor  any  Goldsboro  Party,  nor any officer,
member, manager, director or employee of  the  Company  or any of
its Subsidiaries nor any Affiliate of the Company or any  of  its
Subsidiaries,  has  employed  any broker,  finder  or  investment
banker or incurred any liability for any investment banking fees,
financial  advisory  fees, brokerage fees  or  finders'  fees  in
connection  with  the  transactions  contemplated  hereby.    The
Goldsboro  Parties  are  solely  responsible  for  the  fees  and
expenses of the brokers set forth on Schedule 4.30.

     Section 4.31   Guarantees.  Except as otherwise disclosed on
Schedule  4.31, neither any Goldsboro Party nor, to the Knowledge
of  the  Goldsboro  Parties,  Murphy-Brown  nor   any   of  their
respective Affiliates  has  guaranteed  any  obligations  of  the
Company or any of its Subsidiaries under any guarantee, letter of
credit, bid bond or performance bond.

     Section 4.32   Financial  Capability.  To  the  Knowledge of
the  Goldsboro  Parties,  the  Seaboard Commitment Letters are in
full  force  and  effect  and have not  been amended or modified.
None of the Goldsboro Parties has any reasonable expectation that
any of  the  conditions  set  forth  in  the  Seaboard Commitment
Letters will  not  be  satisfied.  None  of the Goldsboro Parties
knows of any circumstances or conditions that could be reasonably
expected to  prevent  the  availability  at  the  Closing  of the
Seaboard Commitment Letters.

 35

     Section 4.33   Disclosure.  No  representation,  warranty or
covenant  made  by  any  Goldsboro  Party  in this Agreement, the
Schedules  or  the  Exhibits  or any Goldsboro Ancillary Document
contains an untrue statement of a material fact or omits to state
a material  fact  required  to  be stated herein or therein or is
necessary to make the statements  contained herein or therein not
misleading.  Purchaser hereby acknowledges that it is not relying
and has not relied  whatsoever  on  any other representations and
warranties or any other information  or materials, including, but
not  limited  to, those  materials  containing projections of the
financial  performance  of  the  Company,  regarding  the subject
matter  of  this  Agreement,  except  for the representations and
warranties set forth in this Agreement.

                           ARTICLE V.
  REPRESENTATIONS AND WARRANTIES RELATED TO THE MAXWELL GROWING
                            INTEREST

     The   Goldsboro  Parties  hereby,  jointly  and   severally,
represent and warrant to the Purchaser as follows as of the  date
hereof and as of the Closing Date:

     Section 5.1    Real Property.

          (a)  Schedule  5.1(a) sets forth a correct and complete
     description of the MGI Real Property. Purchaser acknowledges
     that  final  legal  descriptions of the MGI Real Property do
     not exist  as  of  this  date, but  will  be prepared by the
     Goldsboro Parties prior to Closing.

          (b)  Maxwell  or   Goldsboro   or   one   of   the  MGI
     Subsidiaries  or  an  Affiliate  of Maxwell or Goldsboro, as
     listed on Schedule 5.1(a),  has good and marketable title to
     the MGI Real Property, subject to Permitted Liens.

          (c)  All of the MGI Real Property is owned (and will be
     conveyed) in fee simple and none is leased.

          (d)  No  portion  of  the  MGI  Real  Property,  or any
     building  or  improvement  located  thereon, violates in any
     material respect any  Law,  including those Laws relating to
     zoning, building, land use, environmental, health and safety,
     fire,  air,  sanitation  and  noise  control,  except to the
     extent that any such violation or  noncompliance  would  not
     interfere  with  the  MGI  Business  as currently conducted.
     Except for the Permitted Liens or as  set  forth on Schedule
     5.1(d), no MGI Real  Property  is  subject  to any decree or
     order of any  Governmental  Entity (or,  to the Knowledge of
     any Goldsboro Party, threatened or proposed order).

          (e)  The  improvements  and  fixtures  on  the MGI Real
     Property are,  in  all  material  respects,  considered as a
     whole  with  respect  to  each  separate  parcel of MGI Real
     Property, in good operating condition and in a state of good
     maintenance and repair, ordinary wear and tear excepted, and
     are adequate  and  suitable  for the purposes for which they
     are  presently  being used.  There  is  no  condemnation  or
     similar  proceeding  pending  or, to  the  Knowledge  of any
     Goldsboro Party, threatened  against  any  of  the  MGI Real
     Property  or any improvement thereon.  The MGI Real Property
     constitutes all of the real

 36

     property utilized by Maxwell and the MGI Subsidiaries in the
     operation of the MGI Business.

     Section 5.2    Title to Assets; Related Matters.

          (a)  Except  as  set forth on Schedule 5.2, Maxwell and
     the MGI  Subsidiaries have  good and marketable title to all
     of  their  respective  property  and  assets used in the MGI
     Business, free and clear of all Liens except Permitted Liens.

          (b)  All equipment and other items of tangible personal
     property and assets of Maxwell and the MGI Subsidiaries used
     in  the  MGI  Business  (i) are,  in all  material respects,
     considered as a  whole, in good operating condition and in a
     state of good maintenance and repair, ordinary wear and tear
     excepted, (ii)  were  acquired and are usable in the regular
     and  Ordinary  Course  and  (iii)  conform,  in all material
     respects,  to  all  applicable  Laws.  No  Person other than
     Maxwell, Goldsboro or one of the MGI  Subsidiaries or any of
     their  respective  Affiliates  owns  any  equipment or other
     tangible personal property or  assets  situated  on  the MGI
     Real Property, except for leased items that are  subject  to
     personal  property  leases.  Except  for  Excluded   Maxwell
     Growing Interest Assets and except as set forth on  Schedule
     5.2,  since January 1, 2010,  neither Maxwell nor any of the
     MGI  Subsidiaries  has  sold, transferred or disposed of any
     assets, other than sales of inventory in the Ordinary Course
     and other  sales  of  assets which, in the aggregate, do not
     exceed $100,000 in sales price.

     Section 5.3   Inventory. Maxwell's and the MGI Subsidiaries'
inventory related to the MGI Business (both as of the date hereof
and  on  the  Closing Date (as will be reflected  on  the  "Final
Working   Capital   Schedule"  pursuant  to  the   M-G   Purchase
Agreement))  (a)  is  sufficient for the  operation  of  the  MGI
Business  in the Ordinary Course, (b) consists of items that  are
good and merchantable within normal trade tolerances, (c) is of a
quality and quantity presently usable or saleable in the Ordinary
Course  (subject to applicable reserves), (d) is  valued  on  the
books and records of Maxwell or the MGI Subsidiaries at the lower
of  cost  or market with the cost determined under the  first-in-
first-out   inventory  valuation  method  consistent  with   past
practice, and (e) is subject to reserves determined in accordance
with  GAAP, specifically including reserves for obsolescence  and
excess inventory.  To the Knowledge of the Goldsboro Parties,  no
previously  sold  inventory of the MGI  Business  is  subject  to
returns in excess of those historically experienced by Maxwell or
the MGI Subsidiaries.

     Section 5.4   No  Other  Assumed  Liabilities.  The  Company
will  not  assume  any  liabilities or obligations related to the
Maxwell  Growing  Interest  in connection  with the M-G Purchase,
other than  obligations  under  the  MGI Contracts, the insurance
policies set  forth on Schedule 5.11, and the contracts listed on
Schedule 5.4,  and  then  only to the extent such obligations are
not required to be performed on or prior to the Closing Date, but
rather will  accrue  and  relate  to operations subsequent to the
Closing Date.

     Section 5.5   Legal  Proceedings.  Except  as  and  to   the
extent  unrelated to the MGI Business or as set forth on Schedule
5.5, there  is no suit, action, claim, arbitration, proceeding or
investigation  pending or,  to  the  Knowledge  of  any Goldsboro
Party, threatened against, relating to or involving  Maxwell, any
MGI Subsidiary or their respective real or personal property used

 37

in the  MGI  Business  before  any  Governmental  Entity  or  any
arbitrator (an "MGI Legal Proceeding").

     Section 5.6   Compliance  with  Law.  Except  as  and to the
extent  unrelated  to  the  MGI  Business,  Maxwell  and each MGI
Subsidiary  is  (and  has  been  at all times during the four (4)
years) in compliance in all material respects with all applicable
Laws, except to the extent such instances of non-compliance would
not  require  payment  by, or result in Losses to, Maxwell or any
MGI  Subsidiary  or  the  Company  or any of its Subsidiaries, in
excess  of $50,000 with respect to any such instance individually
or in  excess  of  $100,000  in the aggregate with respect to all
such instances.  Except as and to the extent unrelated to the MGI
Business or as set forth on Schedule 5.6, (a) neither Maxwell nor
any  MGI  Subsidiary  has  been  charged  with,  nor received any
written notice that it is under investigation  with  respect  to,
and, to the Knowledge of any Goldsboro Party, neither Maxwell nor
any MGI Subsidiary is  otherwise  now  under  investigation  with
respect  to,  any  violation  of  any  applicable  Law  or  other
requirement of a Governmental Entity, (b) neither Maxwell nor any
MGI Subsidiary is a party to, or bound by, any  order,  judgment,
decree, injunction, rule or award of any Governmental  Entity  or
arbitrator and (c) Maxwell and each MGI Subsidiary has filed  all
reports and has  all  Licenses  required  to  be  filed  with any
Governmental Entity on or prior to the date hereof.  Sleepy Creek
has revised its standard grower contract form to comply  with all
applicable federal Laws (and, to the Knowledge of  the  Goldsboro
Parties, such revised contract does now so  comply),  and  Sleepy
Creek has now entered into new contracts with  each of its active
growers based upon such revised  standard  contract form.  Except
as and to the extent  unrelated  to  the  MGI  Business or as set
forth  on  Schedule 5.6, neither  Maxwell  nor any MGI Subsidiary
sells, or has ever sold, any product or  provided any services to
any  Governmental   Entity,  and  neither  Maxwell  nor  any  MGI
Subsidiary is currently  under any contract or agreement with any
Governmental Entity.  Neither  Maxwell  nor any MGI Subsidiary is
(x) subject to any judgment, decree, injunction, rule or order of
any court or arbitration panel with  respect  to the MGI Business
or (y)  debarred  or  suspended  from  doing  business  with  any
Governmental Entity.

     Section 5.7    Maxwell Growing Interest Contracts.  Schedule
5.7  sets  forth  a  correct  and  complete  list  of  all grower
contracts  and  other  contracts  related  to the MGI Business to
which Maxwell or any MGI Subsidiary is a party, by which Maxwell,
any MGI  Subsidiary  or any property of any of them is subject or
by which  Maxwell  or  any  MGI  Subsidiary  is otherwise  bound,
whether oral or written, which will be assigned to the Company as
part of the M-G  Purchase  (the "MGI Contracts")  (other than the
Employment  Agreements set forth on Schedule 5.8, the MGI Benefit
Plans set  forth  on  Schedule 5.9 and the insurance policies set
forth on  Schedule 5.11).  Copies  of all MGI Contracts have been
made  available  to  the  Purchaser.  To  the  Knowledge  of  the
Goldsboro  Parties,  the  MGI Contracts are legal, valid, binding
and  enforceable,  in  all  material respects, in accordance with
their  respective  terms  with  respect  to  Maxwell  or  any MGI
Subsidiary,  as  applicable,  and  each  other  party to such MGI
Contracts.  There  is no existing default or breach of Maxwell or
any MGI  Subsidiary,  as  applicable,  under any MGI Contract (or
event or  condition  that,  with notice  or lapse of time or both
could  constitute  a  default or breach) and, to the Knowledge of
any  Goldsboro  Party,  there  is  no  such  default (or event or
condition  that,  with  notice  or  lapse  of time or both, could
constitute a  default  or breach) with respect to any third party
to any MGI Contract (although approximately 10% of growers are on
process improvement plans).

 38

     Section 5.8   Officers and Employees.  Except as and to the
extent unrelated to the MGI Business or as set forth on Schedule
5.8, neither Maxwell  nor  any  MGI  Subsidiary is a party to or
bound by any Employment Agreement (the Employment Agreements set
forth on Schedule 5.8 being  referred  to  herein  as  the  "MGI
Employment Agreements").  The Goldsboro Parties have provided to
the Purchaser correct and complete copies of each MGI Employment
Agreement.  To the Knowledge  of the Goldsboro Parties, there is
no existing default or breach  of Maxwell or any MGI Subsidiary,
as applicable, under any  MGI  Employment Agreement (or event or
condition  that,  with  notice  or  lapse  of time or both could
constitute  a  default  or breach), and there is no such default
(or  event  or  condition  that, with notice or lapse of time or
both,  could constitute a default or breach) with respect to any
third  party  to  any  MGI  Employment  Agreement.  Neither  any
Goldsboro Party nor any MGI Subsidiary has received a claim from
any  Governmental  Entity  to  the  effect  that  MGI or any MGI
Subsidiary  has  improperly  classified  any  person  (a)  as an
independent  contractor or (b) as "exempt" or "non-exempt" under
the FLSA.  Except  as  and  to  the  extent unrelated to the MGI
Business or as  set forth on Schedule 5.8, neither any Goldsboro
Party nor any  MGI Subsidiary has made any verbal commitments to
any   officer,   employee,   former   employee,   consultant  or
independent  contractor  of  Maxwell  or any MGI Subsidiary with
respect  to  compensation,  promotion,  retention,  termination,
severance or similar matters in connection with the transactions
contemplated hereby or otherwise.

     Section 5.9    MGI Benefit Plans.  Each MGI Benefit Plan is
identified  in  Schedule  5.9,  and  the  Goldsboro Parties have
provided a correct and complete copy of each  such  plan  to the
Purchaser together  with  the  most  recent  report  filed  with
respect  to  such  plan  with  any  Governmental Entity.  No MGI
Benefit Plan is subject to Title IV of ERISA, and no MGI Benefit
Plan is described in Section 413(c) of the Code or Section 3(40)
of  ERISA.  The  terms  of each MGI Benefit Plan as currently in
effect that purports to be qualified under Section 401(a) of the
Code  and any trust which is a part of any such MGI Benefit Plan
are  subject  to  a  favorable  determination  letter or opinion
letter  from  the  U.S. Internal  Revenue Service, and each such
plan has  been  operated and administered in accordance with all
Laws  (including  ERISA  and the Code).  The terms of each other
MGI  Benefit  Plan  satisfy  the requirements of Laws (including
ERISA  and  the  Code), and each such plan has been operated and
administered  in  accordance  with all Laws (including ERISA and
the Code).  Maxwell and each of the MGI Subsidiaries have timely
satisfied  all  reporting  and disclosure obligations under Laws
(including  ERISA  and the Code) with respect to the MGI Benefit
Plans.  Neither Maxwell nor an ERISA Affiliate has any liability
(directly  or  indirectly,  contingent  or  otherwise) under any
Employee Benefit Plan other than a MGI Benefit Plan.  There have
been no prohibited transactions (as described  in Section 406 of
ERISA  or  Section  4975  of  the  Code) with respect to any MGI
Benefit Plan which have not been  corrected in full with respect
to which any Tax or  penalty  is  due or which are not otherwise
exempt under Section 4975(d) of the Code or Section 408 of ERISA.
If the benefits under an MGI  Benefit  Plan are funded through a
trust, the fair market  value  of the assets of such trust equal
or  exceed  the liabilities of such plan.  If the benefits under
an MGI Benefit Plan are funded through insurance contracts, such
contracts  are  in  full  force and effect and all premiums have
been  paid  when due.  If benefits under an MGI Benefit Plan are
funded  from  the  general  assets  of Maxwell or any of the MGI
Subsidiaries, the liability  for  funding such benefits is shown
on  Schedule  5.9 (with such liability being shown in accordance
with  GAAP  and  any  applicable  standards  of   the  Financial
Accounting  Standards  Board).  Maxwell  and  each  of  the  MGI
Subsidiaries have  made full  and timely payment  of all amounts
which are required to  be  paid  as  contributions  to  each MGI
Benefit Plan.  No  MGI  Benefit  Plan   provides   for  benefits

 39

described in Section 3(1) of  ERISA  following  a termination of
employment except as required  under Part 6 of Title I of ERISA,
and Maxwell and  each  of  the MGI Subsidiaries have complied in
all  respects   with   the   healthcare   continuation  coverage
requirements of Part 6 of Title I of ERISA.  Except as set forth
in  Schedule 5.9,  there  is  no  contract,  agreement,  plan or
arrangement with any Person which provides for  any  payment  to
any employee by Maxwell or any of  the  MGI  Subsidiaries, which
payment would fail to be deductible by reason of Section 280G of
the Code or which  would  exceed  the  deduction  limits   under
Section 404 of the Code.  Except as set forth  in  Schedule 5.9,
neither  Maxwell  nor  any  of  the  MGI  Subsidiaries  has  any
contractual obligation to maintain any MGI Benefit Plan for  any
period of time or to make contributions from its general  assets
at a fixed rate to such plan (other than premium payments for an
insurance contract  which  are  set  on a year-to-year basis and
matching  contributions  as  provided in Maxwell's 401(k) plan),
and  Maxwell  can  terminate  any  MGI Benefit Plan at any time,
including  an  MGI  Benefit  Plan  which is described in Section
401(k) of the Code, without any early termination fee or penalty
becoming  due  under  the  terms  of  any group annuity or other
insurance contract.

     Section 5.10   Labor  Relations.  Except  as  and  to   the
extent unrelated to the MGI Business or as set forth in Schedule
5.10,  (a) neither  Maxwell nor any of the MGI Subsidiaries is a
party  to  any  collective  bargaining  agreement,  contract  or
legally  binding  commitment  to  any  trade  union  or employee
organization or group  in respect of or affecting employees; (b)
neither  Maxwell  nor  any  of the MGI Subsidiaries is currently
engaged  in  any  negotiation  with  any trade union or employee
organization;  (c)  neither  Maxwell   nor   any   of   the  MGI
Subsidiaries has engaged in any unfair labor practice within the
meaning of the National Labor Relations  Act,  and  there  is no
pending or, to the Knowledge of any  Goldsboro Party, threatened
complaint  regarding  any  alleged  unfair labor practices as so
defined; (d) there is no strike,  labor  dispute, work slow down
or stoppage pending or, to the Knowledge of any Goldsboro Party,
threatened against Maxwell or  any  of the MGI Subsidiaries; (e)
there is no grievance or  arbitration  proceeding arising out of
or under any collective bargaining agreement which is pending or,
to the Knowledge of  any  Goldsboro  Party,  threatened  against
Maxwell or any of the MGI  Subsidiaries; (f) neither Maxwell nor
any of the MGI Subsidiaries  has  experienced  any material work
stoppage; (g) neither Maxwell nor any of the MGI Subsidiaries is
the subject of any union  organization  effort; (h) there are no
claims  pending  or,  to  the  Knowledge of any Goldsboro Party,
threatened against  Maxwell  or  any  of  the  MGI  Subsidiaries
related  to  the  status  of  any  individual  as an independent
contractor  or  employee;  and  (i) Maxwell  and each of the MGI
Subsidiaries have complied in all respects with WARN.

     Section 5.11   Insurance  Policies.   Schedule  5.11   sets
forth a  list of all policies of insurance currently maintained,
owned or held by Maxwell and the MGI Subsidiaries related to the
MGI  Business  (collectively,  the  "MGI  Insurance Contracts"),
including  the policy limits or amounts of coverage, deductibles
or self-insured  retentions,  and  annual  premiums with respect
thereto.  To  the  Knowledge  of the Goldsboro Parties, such MGI
Insurance  Contracts  are  valid  and binding in accordance with
their terms, are in full force and effect, and the MGI Insurance
Contracts  will  continue  in  effect  after  the  Closing Date.
Similar coverage  to the coverage set forth in the MGI Insurance
Contracts has been maintained on a continuous basis for the last
five (5) years.  Neither Maxwell nor any of the MGI Subsidiaries
has received  written  notice  that  (a)  it  has  breached   or
defaulted under any of such MGI Insurance Contracts, or (b) that
any  event  has   occurred   that   would   permit  termination,
modification, acceleration or repudiation of such

 40

MGI Insurance Contracts.  Except as set forth in  Schedule 5.11,
neither Maxwell nor any MGI Subsidiary is in  default (including
a failure to pay an insurance premium when  due) in any material
respect with respect  to  any  MGI  Insurance  Contract, nor has
Maxwell nor any MGI Subsidiary failed to give any  notice of any
material claim under such MGI Insurance  Contract  in  due   and
timely fashion nor has Maxwell nor any MGI  Subsidiary ever been
denied or turned down for insurance coverage.

     Section 5.12   Environmental,  Health  and  Safety Matters.
Except  as  set  forth on Schedule 5.12, with respect to the MGI
Real Property and the MGI Business:

          (a)  Maxwell  and  each  MGI  Subsidiary  possess  all
     permits  and  approvals  required  under,  and  each  is in
     compliance in all material respects with, all Environmental
     Laws, and Maxwell and  each MGI Subsidiary is in compliance
     in all material respects with  all  applicable limitations,
     restrictions,    conditions,    standards,    prohibitions,
     requirements,   obligations,   schedules   and   timetables
     contained in all Environmental Laws  or  contained  in  any
     other Law, or any notice or demand letter issued thereunder;

          (b)  to  the  Knowledge  of   the   Goldsboro Parties,
     neither Maxwell nor any MGI Subsidiary  has received notice
     of actual  or  threatened  liability  under  CERCLA  or any
     similar foreign, state  or  local Law from any Governmental
     Entity  or  any  third  party  and  there  is  no  fact  or
     circumstance that could form the basis for the assertion of
     any claim against Maxwell or any MGI Subsidiary  under  any
     Environmental Law, including CERCLA or  any  similar local,
     state  or  foreign  Law with respect to any on-site or off-
     site location;

          (c)  neither  Maxwell  nor  any  MGI  Subsidiary   has
     entered into or  agreed to enter into any consent decree or
     order, and  neither  Maxwell  nor  any  MGI  Subsidiary  is
     subject   to   any   judgment,   decree   or   judicial  or
     administrative order relating to  compliance  with, or  the
     cleanup  of  Hazardous  Materials  under,   any  applicable
     Environmental Law;

          (d)  neither  Maxwell  nor any MGI Subsidiary has been
     alleged to  be in violation of, and has not been subject to
     any  administrative  or  judicial  proceeding  pursuant to,
     applicable Environmental Laws either now or any time during
     the past four (4) years;

          (e)  neither Maxwell nor any MGI Subsidiary is subject
     to any  claim,  obligation,  liability,  loss,  damage   or
     expense  of  any  kind  or nature whatsoever, contingent or
     otherwise, incurred or  imposed or based upon any provision
     of any Environmental Law or  arising  out  of  any  act  or
     omission of Maxwell or any MGI  Subsidiary, or Maxwell's or
     any MGI Subsidiaries' employees,  agents or representatives
     or arising out of the ownership, use,  control or operation
     by Maxwell or any MGI Subsidiary  of  any  plant, facility,
     site, area or property  (including  any  plant,   facility,
     site,  area  or  property  currently or previously owned or
     leased  by  Maxwell  or any MGI Subsidiary)  from which any
     Hazardous Materials were Released into the environment (the
     term  "environment"  meaning  any surface  or ground water,
     drinking water  supply,  soil, surface or subsurface strata
     or medium, or the ambient air);

 41

          (f)  the  Goldsboro Parties have made available to the
     Purchaser copies of all reports, correspondence, memoranda,
     computer data  and  files relating to environmental matters
     in the MGI Real  Property;  and neither Maxwell nor any MGI
     Subsidiary has paid any  fine, penalty or assessment within
     the prior  four (4)  years  with  respect  to environmental
     matters on the MGI Real Property;

          (g)  no MGI Real Property, improvement or equipment of
     Maxwell or  any MGI Subsidiary contains any polychlorinated
     biphenyls,  underground storage tanks, open or closed pits,
     sumps  or  other  containers  in  violation in any material
     respect of Environmental Laws; and

          (h)  neither  Maxwell  nor  any  MGI  Subsidiary   has
     imported,  manufactured,  stored,  managed, used, operated,
     transported,  treated or disposed of any Hazardous Material
     other than in  material  compliance  with all Environmental
     Laws.

     Section 5.13   Intellectual Property.  Maxwell  or  an  MGI
Subsidiary has  transferred all right,  title  and  interest  of
Maxwell  or such  MGI  Subsidiary in  any  Company  Intellectual
Property  to the Company or will transfer all right,  title  and
interest  of Maxwell  or  such MGI  Subsidiary  in  any  Company
Intellectual Property to the Company in connection with the  M-G
Purchase Agreement.

     Section 5.14   Software.

          (a)  Schedule 5.14  sets  forth a correct and complete
     list of: (i)  the  MGI  Proprietary  Software, (ii) the MGI
     Licensed Software, and  (iii)  all technical and restricted
     materials relating to the acquisition, design, development,
     use or maintenance of computer  code  program documentation
     and materials used by Maxwell or  any  MGI  Subsidiary  and
     related to the MGI Software.

          (b)  Except as set forth on Schedule 5.14, Maxwell has
     all right, title and interest in and to the MGI Proprietary
     Software,  free  and   clear   of  all  Liens.  Maxwell has
     developed  the  MGI  Proprietary  Software  through its own
     efforts, as described  in  Section 5.14(d), and  for use in
     the  conduct  of  the  MGI  Business.  The  use  of the MGI
     Software does not breach any term of any  license  or other
     contract between Maxwell or any MGI Subsidiary,  on the one
     hand, and any third party, on the other hand.  Maxwell  and
     the  MGI  Subsidiaries are in compliance with the terms and
     conditions of all license agreements in favor of Maxwell or
     any MGI Subsidiary relating to the MGI Licensed Software.

          (c)  The MGI  Proprietary  Software  has not, does not
     and shall not  infringe  any  patent,  copyright  or  trade
     secret or any  other  Intellectual  Property  right  of any
     third party.  The  source  code  for  the  MGI  Proprietary
     Software is and has been maintained in confidence.

          (d)  The  MGI  Proprietary Software was: (i) developed
     by Maxwell's  employees  working  within the scope of their
     employment  at  the  time  of  such  development;  or  (ii)
     developed  by  agents,  consultants,  contractors  or other
     Persons  who  have  executed  appropriate  instruments   of
     assignment  in  favor   of   Maxwell   as   assignee   that

 42

     have  conveyed  to  Maxwell  ownership   of   all   of  its
     Intellectual  Property  rights  in   the   MGI  Proprietary
     Software; or  (iii)  acquired by Maxwell in connection with
     acquisitions   in   which   Maxwell   obtained  appropriate
     representations,  warranties  and   indemnities   from  the
     transferring party relating to the  title  to  Intellectual
     Property rights in the MGI  Proprietary Software.   Neither
     Maxwell nor any MGI Subsidiary has received notice from any
     third  party  claiming  any right, title or interest in the
     MGI Proprietary Software.

          (e)  Neither  Maxwell  nor  any  MGI   Subsidiary  has
     granted rights in the MGI Software to any third party.

     Section 5.15   Transactions  with Affiliates.  Except as set
forth on Schedule 5.15, to the Knowledge of the Goldsboro Parties,
no officer, manager or director of Maxwell or any MGI Subsidiary,
no Person with whom any such officer, manager or director has any
direct  or  indirect relation by blood, marriage or adoption,  no
entity  in which any such officer, manager or director or  Person
owns   any  beneficial  interest  (other  than  a  publicly  held
corporation  whose  stock  is traded  on  a  national  securities
exchange  or  in the over-the-counter market and less  than  five
percent  of the stock of which is beneficially owned by all  such
officers,  directors and Persons in the aggregate), no  Affiliate
of  any  of  the foregoing and no current or former Affiliate  of
Maxwell  or  any  MGI  Subsidiary has any interest  in:  (a)  any
contract,  arrangement  or understanding with,  or  relating  to,
Maxwell  or  any MGI Subsidiary or the properties  or  assets  of
Maxwell  or  any  MGI  Subsidiary  in  connection  with  the  MGI
Business; (b) any loan, arrangement, understanding, agreement  or
contract for or relating to Maxwell or any MGI Subsidiary or  the
properties  or  assets  of  Maxwell  or  any  MGI  Subsidiary  in
connection  with  the  MGI Business; or (c) any  property  (real,
personal  or  mixed), tangible or intangible, used  or  currently
intended  to  be  used  by  Maxwell  or  any  MGI  Subsidiary  in
connection with the MGI Business.

     Section 5.16   Undisclosed Payments. To the Knowledge of the
Goldsboro Parties, neither Maxwell, any MGI Subsidiary nor any of
their  respective  officers,  managers  or  directors, nor anyone
acting on behalf of any of them, has made or received any payment
not correctly categorized and fully disclosed in Maxwell's or the
MGI Subsidiaries' books and records in  connection with or in any
way relating to or affecting the MGI Business.

     Section 5.17   Supplier Relations.  Schedule 5.17 contains a
correct  and  complete  list of the names of the suppliers to the
MGI Business  to  which  Maxwell  or  any  MGI Subsidiary paid an
amount  in  excess  of  $10,000,000  during the twelve (12) month
period ended June 30, 2010.

     Section 5.18   Licenses.  Schedule   5.18  is  a correct and
complete  list  of  all  Licenses  held  by Maxwell and each  MGI
Subsidiary  related  to  the  MGI  Business.  Maxwell and the MGI
Subsidiaries  own  or  possess all Licenses that are necessary to
enable  them  to  carry  on  the   MGI   Business   as  presently
conducted.   To  the Knowledge of the Goldsboro Parties, all such
Licenses are  valid, binding  and  in full force and effect.  The
execution,  delivery and  performance hereof and the consummation
of  the  transactions  contemplated  hereby  shall  not adversely
affect any such  License, or  require consent from, or notice to,
any Governmental  Entity.  Maxwell has taken all necessary action
to maintain  each  such  License.   No loss  or expiration of any
such License  is  pending or,  to  the Knowledge of any Goldsboro
Party,  threatened  (other  than  expiration  upon the end of any
term).

 43


                           ARTICLE VI.
 REPRESENTATIONS AND WARRANTIES RELATED TO THE GOLDSBORO PARTIES

     The   Goldsboro  Parties  hereby,  jointly  and   severally,
represent and warrant to the Purchaser as follows as of the  date
hereof and as of the Closing Date:

     Section 6.1    Authorization.  Each Goldsboro Party has  the
right, power, authority and capacity to execute and deliver  this
Agreement  and each Goldsboro Ancillary Document and  to  perform
its  obligations hereunder and thereunder and to  consummate  the
transactions  contemplated hereby and  thereby.   The  execution,
delivery  and  performance of this Agreement  and  the  Goldsboro
Ancillary Documents by the Goldsboro Parties and the consummation
of  the  transactions contemplated hereby and thereby  have  been
duly  authorized  by  all required action  on  the  part  of  the
Goldsboro  Parties.  This Agreement has been, and  the  Goldsboro
Ancillary  Documents  shall  be as  of  the  Closing  Date,  duly
executed and delivered by the Goldsboro Parties, and do or shall,
as  the  case may be, constitute the valid and binding agreements
of  the  Goldsboro  Parties  enforceable  against  the  Goldsboro
Parties in accordance with their respective terms.

     Section 6.2    Absence  of  Restrictions and Conflicts.  The
execution,  delivery  and  performance  of this Agreement and the
Goldsboro   Ancillary   Documents,   the   consummation  of   the
transactions contemplated hereby and thereby and the  fulfillment
of and compliance  with  the  terms  and  conditions  hereof  and
thereof do not or shall not, as the case may be, with the passing
of  time  or  the  giving  of notice or both, violate or conflict
with, constitute a breach of or default under, result in the loss
of any benefit under, permit  the  acceleration of any obligation
under or create in any party the  right  to  terminate, modify or
cancel (a)  except  as  set  forth on Schedule 6.2, any contract,
agreement,  permit,  franchise,  license  or   other   instrument
applicable to such Goldsboro Party, (b) any judgment,  decree  or
order of any Governmental Entity to which such Goldsboro Party is
a party or by which such Goldsboro Party or any of its properties
are bound, or (c) any Law or arbitration award applicable to such
Goldsboro Party.

     Section 6.3    Ownership of Equity.

          (a)  Maxwell has good and valid title to and beneficial
     ownership  of  the  number of Membership Interests set forth
     next to Maxwell's  name on Schedule 4.3, and such Membership
     Interests  are  (i)   validly   issued,   fully   paid,  and
     nonassessable, and (ii) free and  clear of all Liens.  Other
     than  the  Membership  Interests  listed  on  Schedule  4.3,
     Maxwell owns no Membership Interests, units or  other equity
     security of the Company or any of its Subsidiaries,   or any
     option, warrant, right, call, commitment  or  right  of  any
     kind to have any such equity security issued.

          (b)  As  of  the  Closing, (i)  pursuant to the Murphy-
     Brown Butterball Interest Contribution Agreement, Newco will
     convey  good  title to the Murphy-Brown Growing Interest and
     the Murphy-Brown  Member  Note, free  and clear of all Liens
     other than liens  permitted  under the Murphy-Brown Purchase
     Agreement, to the Company, and (ii) pursuant to the Seaboard
     Purchase Agreement,  Newco  will  convey  good title  to the
     Newco Membership Interest,  free  and clear of all Liens, to
     the Purchaser.

 44

          (c)  Immediately  upon  consummation  of  the  Seaboard
     Closing,  Maxwell  and  the  Purchaser  will  each own a 50%
     Membership Interest  in  the  Company, free and clear of all
     Liens.

          (d)  Maxwell  is  a  wholly-owned subsidiary of Maxwell
     Indiana.  The  equity interests of Maxwell Indiana are owned
     by  individuals  who  are members  of the Maxwell Family (or
     trusts for  the  benefit  of  such  individuals  or  related
     persons), and Maxwell  Indiana  is  not  a subsidiary of any
     other entity.

     Section 6.4    Legal  Proceedings.   There  are  no   suits,
actions, claims, proceedings or investigations pending or, to the
Knowledge  of such Goldsboro Party, threatened against,  relating
to  or  involving such Goldsboro Party which could reasonably  be
expected  to adversely affect such Goldsboro Party's  ability  to
consummate the transactions contemplated by this Agreement or the
Goldsboro Ancillary Documents.

                          ARTICLE VII.
         REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The   Purchaser  hereby  represents  and  warrants  to   the
Goldsboro Parties as follows:

     Section 7.1    Organization.  The Purchaser is a corporation
duly incorporated,  validly existing and in good  standing  under
the laws of the State of Delaware and has all requisite power and
authority to own, lease and operate its properties and  to  carry
on its business as now being conducted.

     Section 7.2    Authorization.  The Purchaser has  full power
and  authority  to  execute  and  deliver this  Agreement and the
Purchaser  Ancillary  Documents,  to   perform   its  obligations
hereunder  and  thereunder  and  to  consummate  the transactions
contemplated hereby  and  thereby.  The execution and delivery of
this  Agreement  and  the  Purchaser  Ancillary  Documents by the
Purchaser, the  performance  by  the Purchaser of its obligations
hereunder  and   thereunder,   and   the   consummation   of  the
transactions provided for  herein  and therein have been duly and
validly authorized by all  necessary  action  on  the part of the
Purchaser.  This Agreement  has been and, as of the Closing Date,
the Purchaser Ancillary  Documents  shall  be, duly executed  and
delivered by the Purchaser  and  do or shall, as the case may be,
constitute the valid and  binding  agreements  of  the Purchaser,
enforceable  against  the  Purchaser  in  accordance  with  their
respective terms, subject to applicable bankruptcy insolvency and
other similar Laws affecting  the  enforceability  of  creditors'
rights generally, general equitable principles and the discretion
of course in granting equitable remedies.

     Section 7.3    Absence  of  Restrictions and Conflicts.  The
execution,  delivery  and  performance  of this Agreement and the
Purchaser   Ancillary   Documents,   the   consummation   of  the
transactions  contemplated hereby and thereby and the fulfillment
of,  and  compliance  with,  the  terms and conditions hereof and
thereof  do  not  or  shall  not  (as the  case may be), with the
passing  of  time  or  the  giving  of notice or both, violate or
conflict with, constitute a breach of or default under, result in
the loss of any benefit under, or  permit the acceleration of any
obligation under, (a) any term or provision of the organizational
documents  of  the  Purchaser,  (b)  any  contract  to  which the
Purchaser is a party, (c) any judgment, decree  or order  of  any

 45

Governmental Entity to which the Purchaser is a party or by which
the Purchaser  or  any  of its properties is bound or (d) any Law
applicable to the Purchaser unless, in each case, such violation,
conflict,  breach,   default,  loss  of  benefit  or  accelerated
obligation would  not,  either  individually or in the aggregate,
have a material adverse impact on the ability of the Purchaser to
consummate  the  transactions  contemplated  hereby,  or  by  the
Purchaser  Ancillary  Documents,  except  for compliance with the
applicable requirements of the HSR Act.

     Section 7.4    Financial  Capability.  To  the  knowledge of
the  Purchaser, the Seaboard Commitment Letters are in full force
and  effect and have not been amended or modified.  The Purchaser
does  not  have  any  reasonable  expectation  that  any  of  the
conditions  set forth in the Seaboard Commitment Letters will not
be  satisfied.  The  Purchaser does not know of any circumstances
or  conditions  (other  than the termination of this Agreement in
accordance with its  terms)  that could be reasonably expected to
prevent  the  availability  at  the Closing of the New Butterball
Credit Facility Loan Proceeds.

                          ARTICLE VIII.
                CERTAIN COVENANTS AND AGREEMENTS

     Section 8.1    Conduct of Business by the Company.  For  the
period  commencing on the date hereof and ending on  the  Closing
Date,  the Goldsboro Parties will not vote, approve, agree to  or
otherwise  authorize  any  action which  requires  the  unanimous
approval,  agreement or authorization of Maxwell and Murphy-Brown
pursuant  to  the Operating Agreement without the  prior  written
consent of the Purchaser (which consent shall not be unreasonably
withheld,  conditioned  or  delayed).   In  connection  with  the
continued operation of the Company and each Subsidiary during the
period  commencing on the date hereof and ending on  the  Closing
Date,   the  Goldsboro  Parties  shall  confer,  and  shall   use
commercially reasonable efforts to cause the Company  to  confer,
in  good faith on a regular and frequent basis with the Purchaser
regarding operational matters and the general status of  on-going
operations  of the Company and its Subsidiaries.  Each  Goldsboro
Party hereby acknowledges that, except as otherwise consented  to
in writing by the Purchaser, the Purchaser does not and shall not
waive  any  right  it  may have hereunder as  a  result  of  such
consultations.  The Goldsboro Parties shall not,  and  shall  use
commercially  reasonable efforts to cause the  Company  and  each
Subsidiary  not  to, take any action that would,  or  that  could
reasonably  be  expected  to, result  in  any  representation  or
warranty  of  any  Goldsboro Party set  forth  herein  to  become
untrue.

     Section 8.2    Inspection and Access to Information.  During
the  period  commencing  on  the  date  hereof  and ending on the
Closing Date, the Goldsboro Parties will, and will use reasonable
efforts  to  cause  the  Company,  each   Subsidiary   and  their
respective officers, directors, managers, employees, auditors and
agents to,  provide the Purchaser and its accountants, investment
bankers,  counsel, environmental consultants and other authorized
representatives  full  access,  during reasonable hours and under
reasonable  circumstances,  to  any  and  all of their respective
premises, employees (including  executive  officers), properties,
contracts, commitments,  books,  records  and  other  information
(including, with respect to the Company and its Subsidiaries, Tax
Returns filed and those  in preparation) and shall use reasonable
efforts to  cause  the  Company's  officers  to  furnish  to  the
Purchaser  and  its  authorized  representatives,  promptly  upon
request therefor, any and all financial, technical and  operating
data and other

 46

information pertaining to the Company or any of  its Subsidiaries
and otherwise fully cooperate with the conduct of  due  diligence
by the Purchaser and its representatives.

     Section 8.3    Notices  of  Certain  Events.  The  Goldsboro
Parties shall promptly notify the Purchaser of:

          (a)  any  change  or event that, individually or in the
     aggregate, has had or could reasonably be expected to have a
     Material  Adverse  Effect  or   otherwise   result   in  any
     representation  or warranty of any Goldsboro Party hereunder
     being inaccurate in any material respect;

          (b)  any notice  or other communication from any Person
     alleging  that  the  consent  of  such  Person  is or may be
     required in  connection  with  the transactions contemplated
     hereby;

          (c)  any  notice  or  other   communication   from  any
     Governmental  Entity  in  connection  with the  transactions
     contemplated hereby;

          (d)  any   action,   suit,   claim,   investigation  or
     proceeding  commenced  or, to the Knowledge of any Goldsboro
     Party, threatened  against,  relating  to  or  involving  or
     otherwise affecting the  Company  or any of its Subsidiaries
     that, if  pending  on  the  date  hereof,  would  have  been
     required to have been disclosed pursuant to  Section 4.12 or
     that  relates  to  the  consummation  of  the   transactions
     contemplated hereby; and

          (e)  (i) the  damage  or  destruction  by fire or other
     casualty of  any asset or part thereof of the Company or any
     of its  Subsidiaries  or (ii) any such asset or part thereof
     becoming the subject of any proceeding (or, to the Knowledge
     of any Goldsboro  Party, any  threatened proceeding) for the
     taking  thereof  or  of   any  right  relating   thereto  by
     condemnation, eminent domain or other  similar  governmental
     action.

     Each  Goldsboro Party hereby acknowledges that the Purchaser
does not and shall not waive any right it may have hereunder as a
result of such notifications.

     Section 8.4    Interim    Financials.   As     promptly   as
practicable following  each regular accounting period on or after
August  1, 2010   and  prior  to  the Closing Date, the Goldsboro
Parties   shall  use  reasonable  efforts to cause the Company to
deliver  to  the Purchaser  periodic  financial  reports  in  the
form  that   it  customarily  prepares  for its internal purposes
concerning the Company and its Subsidiaries  and,  if  available,
unaudited statements  of  the  financial position of the  Company
and  its  Subsidiaries  as  of  the  last  day of each accounting
period and statements of income and changes in financial position
of  such entity for the period then ended.

     Section 8.5    No  Solicitation of Transactions.  During the
period commencing on  the  date  hereof and ending on the Closing
Date, the Goldsboro  Parties  and  their  respective  Affiliates,
officers, directors, shareholders and advisors will not initiate,
solicit, negotiate, respond to, or pursue  with  any  third party
(including,   without    limitation,    Smithfield   Foods,  Inc.
("Smithfield") and its Affiliates) any inquiry, proposal or offer
relating to the acquisition and/or  financing  of the Company and
its Subsidiaries or the Business, or any portion  thereof,  or of
the  Murphy-Brown  Butterball  Interest,   the   Maxwell  Growing
Interest, or the Maxwell Membership Interest (the

 47

Maxwell  Membership  Interest  together  with the Maxwell Growing
Interest,  the "Maxwell Butterball Interest") whether by purchase
of  assets  or  stock,  merger,  consolidation, recapitalization,
reorganization or other transaction (an "Alternative Offer"), and
shall  not  provide  any  information  regarding the Company, its
Subsidiaries, the Maxwell Butterball Interest or the Murphy-Brown
Butterball  Interest,  to  any  third  party, where the Goldsboro
Parties  or  their  respective  Affiliates,  officers, directors,
shareholders and advisors have reason to believe such information
may be used in connection with an Alternative Offer.  In addition,
the  Goldsboro  Parties  will,  from  the  date  hereof until the
Closing  Date, cease any discussions with any third parties other
than  the  Purchaser  relating  to  an  Alternative  Offer.   The
Goldsboro  Parties  will promptly advise the Purchaser in writing
of the terms of any Alternative Offer and the name of the offeror.
Notwithstanding  the  foregoing,  it  is   understood   that  the
Goldsboro Parties shall be permitted to  continue discussions and
negotiations with Smithfield and its  Affiliates  with respect to
the purchase of the Murphy-Brown Butterball Interest  pursuant to
the Buy/Sell Notice.  Notwithstanding anything  to  the  contrary
contained  herein,  this  Section 8.5  shall  be  deemed to  have
terminated in the event  that  this  Agreement  is  terminated in
accordance with the provisions of Article XI.

     Section 8.6    Reasonable   Efforts;   Further   Assurances;
Cooperation.  Subject to the other provisions hereof,  each Party
shall each use its commercially reasonable, good faith efforts to
perform its obligations hereunder and to take,  or  cause  to  be
taken, and do, or cause to be done, all things  necessary, proper
or advisable under applicable Law to obtain all consents required
as described on Schedule 4.14 and all regulatory approvals and to
satisfy all conditions to its obligations  hereunder and to cause
the transactions contemplated herein to be  effected  as  soon as
practicable, but in any event on or prior to the Expiration Date,
in accordance with the terms hereof  and  shall  cooperate  fully
with  each  other  Party and  its  officers, directors, managers,
employees, agents, counsel, accountants  and  other  designees in
connection with any step required to be taken as a  part  of  its
obligations hereunder, including the following:

          (a)  On August 31, 2010,  each of the Goldsboro Parties
     and the Purchaser filed with the United States Federal Trade
     Commission  (the "FTC")  and the United States Department of
     Justice (the "DOJ") the notification and report form and any
     supplemental  information  requested in connection therewith
     pursuant  to  the  HSR  Act  required  for  the transactions
     contemplated by this Agreement.  The  Goldsboro  Parties and
     the Purchaser shall keep each other   reasonably apprised of
     the status of any communications with, and  any inquiries or
     requests for additional information from, the FTC or the DOJ
     and shall comply promptly with any such inquiry  or  request
     and shall  promptly  provide  any  supplemental  information
     requested  in  connection  with  the filings  made hereunder
     pursuant  to  the  HSR  Act.  Each  Party   shall   use  its
     reasonable best efforts  to   obtain  any clearance required
     under the HSR Act for  the  consummation of the transactions
     contemplated by this Agreement.    Each of the Parties shall
     cooperate  with  the  other  in  promptly  filing  any other
     necessary applications, reports  or other documents with any
     Governmental Entity having jurisdiction with respect to this
     Agreement and the transactions contemplated   hereby, and in
     seeking necessary  consultation  with  and  prompt favorable
     action by such  Governmental  Entity.  Notwithstanding   any
     provision  of  this Agreement to the contrary, the Purchaser
     shall  not be required under the terms of this Agreement  to
     dispose  of  or  hold  separate  all  or  any portion of the
     businesses  or   assets  of  the  Purchaser  or  any  of its
     Affiliates or  the  Company and its Subsidiaries in order to

 48

     remedy  or  otherwise  address  the concerns (whether or not
     formally expressed) of any Governmental Entity under the HSR
     Act or any other antitrust  statute   or   regulation.   Any
     filing fees or other  expenses required to be paid under the
     HSR Act shall be borne one-half by  the   Purchaser,  on one
     hand, and one-half by  the Goldsboro Parties, on a joint and
     several basis, on the other hand.

          (b)  In   the    event    any   claim,   action,  suit,
     investigation or other proceeding by any Governmental Entity
     or other Person is  commenced that questions the validity or
     legality of any of the transactions  contemplated  hereby or
     seeks damages in connection therewith, the Parties shall (i)
     cooperate  and  use  all  commercially reasonable efforts to
     defend  against  such  claim, action, suit, investigation or
     other proceeding, (ii) in the event  an  injunction or other
     order is issued in any such action, suit or other proceeding,
     use all  commercially  reasonable  efforts   to   have  such
     injunction  or  other  order  lifted,  and  (iii)  cooperate
     reasonably   regarding   any   other   impediment   to   the
     consummation of the transactions contemplated hereby.

          (c)  The  Goldsboro  Parties  will cause the Company to
     give all  notices  to third parties and use its commercially
     reasonable best efforts (in consultation with the Purchaser)
     to obtain all third-party  consents (i) necessary, proper or
     advisable to consummate the transactions contemplated hereby,
     (ii) required  to  be  given  or  obtained,  including those
     required to be given or obtained as  set  forth  on Schedule
     4.14 and the other  Schedules, (iii)  required  to  avoid  a
     breach  of  or  default  under  any   Company   Contract  in
     connection  with  the  consummation   of   the  transactions
     contemplated  hereby  or (iv) required to prevent a Material
     Adverse  Effect,  whether  prior  to,  on  or  following the
     Closing Date.

          (d)  The  Goldsboro  Parties,  on the one hand, and the
     Purchaser,  on  the  other hand, shall give prompt notice to
     the other Party or Parties of (i) the occurrence, or failure
     to occur, of any event,  the  occurrence or failure of which
     would be likely to cause any  representation  or warranty of
     the Goldsboro Parties or the  Purchaser, as the case may be,
     contained herein to be untrue or inaccurate at any time from
     the date hereof to the Closing Date  or  that  will  or  may
     result in the failure to satisfy any condition specified  in
     Article IX and (ii) any failure of the Goldsboro  Parties or
     the Purchaser, as the case may be, to comply with or satisfy
     any covenant, condition or agreement to be complied  with or
     satisfied by any of  them  hereunder.  Each Goldsboro  Party
     hereby  acknowledges  that  the Purchaser does not and shall
     not waive any right it  may  have  hereunder  as a result of
     such  notifications,  and the Purchaser  hereby acknowledges
     that  none  of  the Goldsboro Parties waive, nor shall waive
     any right any of them may have hereunder as a result of such
     notifications;  provided  that  each Party shall provide the
     other Party with reasonable time to cure any such occurrence
     or failure to occur of an event.

          (e)  The Goldsboro Parties shall use reasonable efforts
     to cause  the  Company, each Subsidiary and any Affiliate of
     any of them thereof to do all things required by the Company
     or any of its  Subsidiaries  pursuant  to this Agreement and
     otherwise to  consummate  the  transactions  contemplated by
     this Agreement.

 49

     Section 8.7    Public Announcements.  Subject to their legal
obligations,  each Party shall consult with the  other  regarding
the  timing  and  content  of  all announcements  regarding  this
Agreement or the transactions contemplated hereby, whether to the
financial community, Governmental Entities, employees, customers,
suppliers or the general public and shall use reasonable  efforts
to  agree  upon the text of any such announcement  prior  to  its
release.

     Section 8.8    Supplements  to Schedules.  From time to time
up to  the  Closing,  the   Goldsboro   Parties   shall  promptly
supplement or  amend  the Schedules that they have delivered with
respect to any  matter  first existing or occurring following the
date hereof that  (a) if existing or occurring at or prior to the
date hereof,  would  have  been  required  to  be  set  forth  or
described in the  Schedules,  or (b) is  necessary to correct any
information in the  Schedules  that has  been rendered inaccurate
thereby.  No  supplement  or amendment to any Schedule shall have
any effect for  the  purpose  of  determining satisfaction of the
conditions set  forth  in  Section 9.2 or  the obligations of the
Goldsboro Parties under Sections 12.1 and 12.2.

     Section 8.9    Confidentiality.     The    terms    of   the
Confidentiality  Agreement  (the   "Confidentiality  Agreement"),
dated June 16, 2010,  with respect  to Butterball and Maxwell are
incorporated by reference herein and shall continue in full force
and effect  until the Closing, at which time such Confidentiality
Agreement and the obligations of the Purchaser under this Section
8.9 shall  terminate.  If  this  Agreement  is,  for  any reason,
terminated  prior to Closing, the Confidentiality Agreement shall
nonetheless continue in full force and effect.

     Section 8.10   Tax Matters.  The  Company  will make (or, if
made  previously, will maintain) an election under Section 754 of
the  Code  that  will apply with respect to the Company's taxable
year  in  which  the  Seaboard  Closing  occurs.  All   transfer,
documentary, sales, use, stamp, registration and other such Taxes
and  fees  (including  any  penalties  and  interest) incurred in
connection  with this Agreement shall be paid by the Company when
due, and the Goldsboro Parties will cause the Company, at its own
expense,  to  file   all   necessary   Tax   Returns   and  other
documentation  with  respect  to  all such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees, and, if
required by  applicable  Law,  the Purchaser will, and will cause
its Affiliates  to, join in the execution of any such Tax Returns
and other documentation.

     Section 8.11   Growing   Interest   Assets.  Prior   to  the
Closing,  the  Goldsboro  Parties  shall  take  all  commercially
reasonable  actions  to  cause  the  Maxwell  Growing Interest to
exclude the  Excluded Maxwell Growing Interest Assets and include
the  Additional  Maxwell  Growing  Interest  Assets (the "Maxwell
Growing  Interest Assets Transfers").  Purchaser acknowledges and
agrees  that  the Goldsboro Parties do not currently own portions
of the  Additional Maxwell Growing Interest Assets which portions
are described on Schedule 1.1(a).  Prior to the Closing, Maxwell,
at  Maxwell's  expense,  will  deliver  to  the  Company  and the
Purchaser  the Surveys.  Each Survey will:  (i) show the location
of all  highways,  streets, roads and railroads lying adjacent to
each  property,  (ii)  show the approximate location of all major
creeks  or  ponds,  if  any,  abutting any boundary lines of each
property,  (iii)  show  any and all encroachments over and across
boundary lines, (iv) define the property in acres and square feet
and show  a metes and bounds legal description on each Survey and
provide a  valid  and  accurate legal description of the property
(to be used  in  the  Deeds); (v)  contain  the North directional
arrow at the top of the Survey; (vi) show each point of access to
the property and its direct access to a public

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right-of-way or  such  other  easement  providing  a   legal  and
insurable means of access to such public right-of-way;  (vii)  be
sufficient to delete the "general" or "standard" survey exception
to a 2006 ALTA title policy in favor  of  a  future  insured, and
(viii)  include  certification  of  the  Survey's  accuracy.  The
Goldsboro Parties will take all steps  (including the granting of
appropriate rights of way easements)  to  ensure that each parcel
of MGI Real Property has access to a public right of way, as more
particularly described  in  Section  9.2(k)  below.  The  Parties
shall mutually agree upon any  improvements  which are to be made
to any Additional Maxwell  Growing Interest Assets after the date
hereof and prior to the Closing.

     Section 8.12   Seaboard  Commitment  Letters.  The  Seaboard
Commitment Letters  shall  be executed and delivered by Purchaser
and accepted by Maxwell simultaneously with the execution of this
Agreement.  While it is understood that Purchaser intends to form
a syndicate of lenders reasonably acceptable to  Maxwell in order
to  finance   the   transactions  contemplated  by  the  Seaboard
Commitment Letters,  the successful formation of such a syndicate
prior to the Closing  shall  not  be  a  condition to Purchaser's
commitment under the Seaboard  Commitment  Letters  to  initially
fund such credit facilities on  the Closing Date.  Subject to the
terms  and  conditions  set  forth  in  the  Seaboard  Commitment
Letters,  the Goldsboro Parties shall use commercially reasonable
efforts to  take  all actions to cause the financing transactions
contemplated by the Seaboard Commitment Letters to be consummated
simultaneously  with  the  Closing.   Without  limitation  to the
forgoing, the Goldsboro Parties will, and will cause the  Company
to, use  commercially  reasonable  efforts  to (a)  maintain  the
effectiveness  of,  and  comply  with  all  of  their  respective
obligations under, the Seaboard Commitment Letters in  accordance
with their terms (including  all  obligations  of  the  Goldsboro
Parties to cooperate with and  provide agreements in favor of any
"Lead Arranger" engaged by the  Purchaser  in connection with the
syndication of the financing  transactions  contemplated  by  the
Seaboard   Commitment   Letters),   (b)  enter   into  definitive
documentation  with   respect  to   the   financing  transactions
contemplated by the  Seaboard Commitment Letters, (c) satisfy all
funding conditions set forth in the definitive documentation with
respect  to  the  financing  transactions  contemplated   by  the
Seaboard Commitment  Letters  and (d)  consummate  the  financing
transactions contemplated by the Seaboard Commitment Letters.  No
Goldsboro Party shall,  and the Goldsboro Parties shall cause the
Company not to, solicit,  initiate, entertain or permit, or enter
into any discussions in  respect  of,  any offering, placement or
arrangement of any financing that is a competing financing to the
financing transactions contemplated by  the  Seaboard  Commitment
Letters.

     Section 8.13   Commitment  Fees.  To   the  extent  that any
Commitment Fees are paid by Maxwell or the Purchaser prior to the
Closing, the Parties shall cause the Company to reimburse Maxwell
or the Purchaser, as applicable, at Closing in an amount equal to
the aggregate Commitment Fees paid by such Party.

                           ARTICLE IX.
                      CONDITIONS TO CLOSING

     Section 9.1    Conditions to Obligations of Each Party.  The
respective  obligations of each Party to effect the  transactions
contemplated hereby shall be subject the fulfillment at or  prior
to the Closing of each of the following additional conditions:

 51


          (a)  Governmental   Consents.   The    waiting   period
     applicable  to  the   consummation   of   the   transactions
     contemplated by this Agreement  under the HSR Act shall have
     expired or been terminated.  All other  consents, approvals,
     orders or authorizations of,  or registrations, declarations
     or  filings  with,  all  Governmental  Entities required  in
     connection  with  the  execution,  delivery  or  performance
     hereof shall have been obtained or made.

          (b)  Injunction.   There    shall   be   no   effective
     injunction, writ or  preliminary  restraining  order  or any
     order  of  any  nature  issued  by  a Governmental Entity of
     competent jurisdiction to the effect  that  the transactions
     contemplated by  this  Agreement  may not  be consummated as
     provided herein, no proceeding or lawsuit  shall  have  been
     commenced by any Governmental Entity or third party for  the
     purpose  of  obtaining   any   such   injunction,   writ  or
     preliminary  restraining  order  and no written notice shall
     have been received  from  any Governmental Entity indicating
     an  intent   to   restrain,  prevent,  materially  delay  or
     restructure the transactions contemplated hereby.

          (c)  Amended and Restated Operating Agreement.  Maxwell
     and  the  Purchaser  shall  have entered into an Amended and
     Restated  Operating  Agreement  of  the Company, in the form
     agreed to by the Parties.

          (d)  Murphy-Brown  Butterball  Interest  Purchase.  All
     closing  conditions  related  to the Murphy-Brown Butterball
     Interest Purchase shall have been satisfied or waived.

     Section 9.2    Conditions  to Obligations  of the Purchaser.
The obligations of the Purchaser to consummate  the  transactions
contemplated  hereby shall be subject to the  fulfillment  at  or
prior  to  the  Closing  of  each  of  the  following  additional
conditions:

          (a)  Representations      and      Warranties.      The
     representations and warranties of the  Goldsboro Parties set
     forth in Article VI  shall have been correct and complete in
     all material respects as  of  the  date  hereof and shall be
     correct and complete in all  material  respects  as  of  the
     Closing Date as though made on and as  of  the Closing Date,
     except that those representations  and  warranties  that  by
     their terms are qualified by  materiality  shall  be correct
     and complete in all respects.

          (b)  Performance  of  Obligations   of   the  Goldsboro
     Parties.  The  Goldsboro Parties shall have performed in all
     material respects  all  covenants and agreements required to
     be performed by each of  them  hereunder  at or prior to the
     Closing.

          (c)  Opinion  of  Goldsboro   Parties'   Counsel.   The
     Purchaser  shall  have  received  an  opinion  of Kilpatrick
     Stockton LLP, counsel to  the  Goldsboro  Parties, dated the
     Closing Date, substantially in  the  form  agreed  to by the
     Parties (the "Goldsboro Opinion").

          (d)  Ancillary Documents.  The Goldsboro Parties  shall
     have  delivered, or caused to be delivered, to the Purchaser
     the documents listed in Section 10.2.

 52

          (e)  Indebtedness;  Release  of  Liens.  The  Goldsboro
     Parties shall have delivered to the Purchaser payoff letters
     ("Payoff Letters")  from  each  lender  to  the   Butterball
     Closing Date Indebtedness outstanding as of the Closing Date
     (including any interest  accrued  thereon and any prepayment
     or  similar  penalties  and  expenses  associated  with  the
     prepayment of such indebtedness on  the Closing Date) and an
     agreement that, if such aggregate amount  so  identified  is
     paid to such lender on the Closing Date,  such  indebtedness
     shall be repaid in full and that all  Liens  of  such lender
     affecting  any  real  or personal property of the Company or
     any of its Subsidiaries will be released.

          (f)  Closing  Date  Indebtedness  Statement and Closing
     Date  Purchase Price Statement.  The Goldsboro Parties shall
     have  delivered   to   the   Purchaser   the   Closing  Date
     Indebtedness  Statement  and  Closing  Date  Purchase  Price
     Statement  at  least  two (2)  Business  Days  prior  to the
     Closing Date.

          (g)  Maxwell  Growing  Interest  Assets Transfers.  The
     Maxwell  Growing  Interest  Assets Transfers shall have been
     consummated,  and   the   Purchaser   shall   have  received
     reasonable evidence thereof.

          (h)  Management  Services  Agreement.  The  Company and
     Sleepy  Creek  Management,  LLC,  a North  Carolina  limited
     liability  company  and   an   Affiliate   of  the  entities
     comprising the Maxwell  Group,  shall  have  entered  into a
     Management  Services  Agreement,  substantially  in the form
     agreed  to  by  the   Parties   (the   "Management  Services
     Agreement").

          (i)  Maxwell   Transition   Services   Agreement.   The
     Company and  Sleepy Creek Turkeys, Inc., an Affiliate of the
     entities  comprising  the  Maxwell Group, shall have entered
     into a  Transition  Services Agreement, substantially in the
     form agreed  to  by  the  Parties  (the "Maxwell  Transition
     Services Agreement").

          (j)  Grower  Contracts.  Each  of the Maxwell Group and
     Newco, as applicable, shall have executed a valid assignment
     to the Company  of  the  MGI  Contracts  or the Murphy-Brown
     Contracts, as  applicable,  in  the  form  agreed  to by the
     Parties (collectively, the "Grower Contract Assignments").

          (k)  Access Easements.  The Company shall have executed
     access  easement  agreements   with   the   Adjacent  Owners
     sufficient to  provide  access   to   and   from   a  public
     right-of-way for each parcel  of  real  property included in
     the Maxwell Growing  Interest  that  does  not  have  direct
     access to (i.e., touch) a public right-of-way, substantially
     in the form agreed to  by  the  Parties  (collectively,  the
     "Access  Easement  Agreements").   All  easements  shall  be
     subject  to  the  prior  written consent of Purchaser (which
     consent  shall  not be unreasonably withheld, conditioned or
     delayed).

          (l)  Transaction   Documents.   Each   of   the   Newco
     Promissory Note,  the  Murphy-Brown  Purchase Agreement, the
     Murphy-Brown Butterball Interest Contribution Agreement, the
     M-G Purchase Agreement, the  Maxwell  Redemption  Agreement,
     and the Seaboard Purchase Agreement shall have been executed
     and delivered by all parties thereto.

 53

     Section  9.3     Conditions to Obligations of the  Goldsboro
Parties.   The obligations of the Goldsboro Parties to consummate
the  transactions  contemplated hereby shall be  subject  to  the
fulfillment  at or prior to the Closing of each of the  following
additional conditions:

          (a)  Representations     and       Warranties.      The
     representations and warranties of the Purchaser contained in
     Article  VII  shall  have  been  correct and complete in all
     material respects as of the date hereof and shall be correct
     and complete in all material respects as of the Closing Date
     as though made on and as of the  Closing  Date,  except that
     those representations and warranties that by their terms are
     qualified by materiality shall be  correct  and  complete in
     all respects.

          (b)  Performance  of Obligations by the Purchaser.  The
     Purchaser  shall have performed in all material respects all
     covenants and  agreements  required  to  be performed  by it
     hereunder on or prior to the Closing Date.

          (c)  Opinion of the Purchaser's Counsel.  The Goldsboro
     Parties  shall  have  received an opinion of King & Spalding
     LLP, counsel to  the  Purchaser,  dated  the  Closing  Date,
     substantially in the form  agreed  to  by  the  Parties (the
     "Purchaser Opinion").

          (d)  Ancillary  Documents.  The  Purchaser  shall  have
     delivered, or  caused  to  be  delivered,  to  the Goldsboro
     Parties the documents listed in Section 10.3.

                           ARTICLE X.
                            CLOSING

     Section 10.1   Closing.  The  Maxwell Closing shall occur at
9:00 a.m., Atlanta, Georgia time, on the third (3rd) Business Day
following the satisfaction or waiver of the conditions set  forth
in  Article IX that are contemplated to be satisfied prior to the
Closing,  or  on such other date as the Parties may  agree.   The
Seaboard  Closing shall occur immediately following  the  Maxwell
Closing.   The  Closing  shall  take  place  at  the  offices  of
Kilpatrick  Stockton  LLP,  3737  Glenwood  Avenue,  Suite   400,
Raleigh,  North  Carolina 27612 or at such  other  place  as  the
Parties may agree.

     Section 10.2   Goldsboro  Parties'  Closing  Deliveries.  At
the  Closing, the Goldsboro Parties shall deliver, or cause to be
delivered, to the Purchaser the following:

          (a)  a  certificate  executed  by Maxwell, on behalf of
     the  Goldsboro Parties, as to compliance with the conditions
     set forth in Sections 9.2(a) and (b);

          (b)  the Payoff Letters;

          (c)  the Newco Promissory Note, executed by Newco;

          (d)  the  Murphy-Brown  Purchase Agreement, executed by
     Newco and Murphy-Brown;

          (e)  the  Murphy-Brown Butterball Interest Contribution
     Agreement, executed by Newco and the Company;

 54

          (f)  the  M-G  Purchase  Agreement,  executed  by   the
     Maxwell  Group  and  certain  MGI  Subsidiaries   and  their
     Affiliates and the Company;

          (g)  the  Maxwell  Redemption  Agreement,  executed  by
     Maxwell and the Company;

          (h)  the Seaboard Purchase Agreement, executed by Newco;

          (i)  the Management Services Agreement, the Feed Supply
     Agreement,  and  the  Pathology  Lab  Services Agreement and
     Lease,  each  executed  by  Goldsboro  or  its Affiliate, as
     applicable, and the Company;

          (j)  the   Maxwell   Transition   Services   Agreement,
     executed by Sleepy Creek Turkeys, Inc. and the Company;

          (k)  the  Grower  Contract  Assignments,  executed   by
     Maxwell or Newco, as applicable, and the Company;

          (l)  the  Access  Easement  Agreements, executed by the
     Company and the Adjacent Owners, as applicable;

          (m)  the Goldsboro Opinion;

          (n)  a  certificate  of  non-foreign  status   by  each
     Goldsboro Party  and  the  Company  sworn  under penalty  of
     perjury and in form and  substance  required  under Treasury
     Regulation Section 1.1445-2(B)(2)(iv),   stating  that  such
     Goldsboro Party or the Company,  as  applicable,  is  not  a
     "foreign person" as defined in Section 1445 of  the Code and
     setting forth such Goldsboro Party's or  the  Company's,  as
     applicable, name, taxpayer identification number and address;
     and

          (o)  all other documents required to be entered into by
     the  Company, any of its Subsidiaries or any Goldsboro Party
     pursuant  hereto or reasonably requested by the Purchaser to
     otherwise consummate the transactions contemplated hereby.

     Section 10.3   Purchaser Closing Deliveries.  On the Closing,
the Purchaser shall have delivered, or caused to be delivered, to
the Goldsboro Parties the following:

          (a)  a  certificate  of  an  authorized  officer of the
     Purchaser as  to compliance with the conditions set forth in
     Sections 9.3(a) and (b);


          (b)  the  Seaboard  Purchase Agreement, executed by the
     Purchaser;

          (c)  the Purchaser Opinion; and

          (d)  all other documents required to be entered into or
     delivered  by  the  Purchaser  at  or  prior  to the Closing
     pursuant hereto.

 55

                           ARTICLE XI.
                           TERMINATION

     Section 11.1   Termination.    This    Agreement    may   be
terminated:

          (a)  in writing by mutual consent of the Parties;

          (b)  by  written  notice from Maxwell to the Purchaser,
     in  the  event  the  Purchaser  (i) fails  to perform in any
     material  respect  any  of  its agreements  contained herein
     required to be performed by it at or prior to the Closing or
     (ii) materially  breaches  any  of  its  representations and
     warranties contained herein, which  failure or breach is not
     cured  within  twenty  (20) days  following  Maxwell  having
     notified the Purchaser of  its  intent  to  terminate   this
     Agreement pursuant to this Section 11.1(b);

          (c)  by  written notice from  the Purchaser to Maxwell,
     in the  event  any  of  the  Goldsboro  Parties (i) fails to
     perform  in any  material  respect  any  of  its  agreements
     contained herein required  to be performed by it at or prior
     to  the  Closing  or  (ii)  materially  breaches  any of its
     representations  and  warranties  contained  in  Article VI,
     which failure or breach is not cured within twenty (20) days
     following the  Purchaser  having  notified  Maxwell  of  its
     intent to terminate this Agreement pursuant to  this Section
     11.1(c); or

          (d)  by  written  notice by Maxwell to the Purchaser or
     the  Purchaser  to Maxwell, as the case may be, in the event
     the  Closing  has not occurred on or prior to the Expiration
     Date for  any  reason  other than delay or nonperformance of
     the Party seeking such termination.

     Section 11.2   Specific Performance and Other Remedies.

          (a)  Each  Party hereby acknowledges that the rights of
     each Party  to  consummate  the  transactions   contemplated
     hereby are special,  unique  and  of extraordinary character
     and that, in the event that  any  Party violates or fails or
     refuses to perform any  covenant  or  agreement  made  by it
     herein, the non-breaching Party may  be  without an adequate
     remedy at law.  In  the  event  that  any Party  violates or
     fails or refuses to perform any covenant  or  agreement made
     by such Party herein, the non-breaching Party or Parties may,
     subject to the terms hereof and in addition to any remedy at
     law for damages or other relief, institute and prosecute  an
     action  in  any  court of competent  jurisdiction to enforce
     specific  performance  of such covenant or agreement or seek
     any  other equitable relief.

          (b)  Notwithstanding  anything  in  Section  11.2(a) or
     Section 11.3  to  the  contrary,  in  addition  to any other
     remedies which may  otherwise  be available  to Purchaser in
     accordance with this  Agreement, if the Purchaser terminates
     this Agreement  pursuant  to  Section  11.1(c)  or   Maxwell
     terminates  this  Agreement  pursuant to Section 11.1(d) and
     the Goldsboro Parties elect to sell the  Maxwell  Butterball
     Interest  to  Smithfield  or  its Affiliates  on or prior to
     December 31, 2011, then the  Goldsboro  Parties shall pay to
     the  Purchaser   within   ten   (10)   days   following  the
     consummation of such sale a cash amount equal to the greater
     of (i) One  Million  Dollars ($1,000,000) or (ii)  an amount
     equal to 50% of  the amount,  if any, by which (x) the total
     purchase price paid to

 56

     the Goldsboro Parties in exchange for the Maxwell Butterball
Interest exceeds (y) the Maxwell Target Price.

     Section  11.3    Effect of Termination.   In  the  event  of
termination of this Agreement pursuant to this Article  XI,  this
Agreement  shall  forthwith become void and  there  shall  be  no
liability  on  the  part of any Party or its partners,  officers,
directors  or stockholders, except for obligations under  Section
8.7 (Public Announcements), Section 11.2(b) (Specific Performance
and   Other  Remedies),  Section  13.1  (Notices),  Section  13.4
(Controlling   Law;   Amendment),  Section   13.5   (Consent   to
Jurisdiction,  Etc.)  and Section 13.12 (Transaction  Costs)  and
this  Section 11.3, all of which shall survive the date  of  such
termination.   Each  Party shall redeliver  all  documents,  work
papers  and  other materials of the other Party relating  to  the
transactions  contemplated  hereby, whether  obtained  before  or
after the execution hereof, to the Party furnishing the same  or,
upon  prior written notice to such Party, shall destroy all  such
documents, work papers and other materials and deliver notice  to
the  Party  seeking  destruction  of  such  documents  that  such
destruction  has been completed, and all confidential information
received by any Party with respect to the other Parties shall  be
treated   in   accordance  with  the  Confidentiality  Agreement.
Notwithstanding  the  foregoing, nothing contained  herein  shall
relieve any Party from liability for any breach hereof.

                          ARTICLE XII.
                         INDEMNIFICATION

     Section  12.1   Indemnification Obligations of the Goldsboro
Parties to the Company.  The Goldsboro Parties shall, jointly and
severally,  indemnify,  defend  and  hold  harmless  the  Company
Indemnified Parties from, against, and in respect of, any and all
claims,   liabilities,  obligations,  damages,   losses,   costs,
expenses,  penalties, fines and judgments (at equity or  at  law,
including  statutory  and common) whenever  arising  or  incurred
(including amounts paid in settlement, costs of investigation and
reasonable  attorneys'  fees  and expenses)  arising  out  of  or
relating to:

          (a)  any breach  or inaccuracy of any representation or
     warranty  made  by  any  Goldsboro  Party  in  Article IV or
     Article V (other than Section 4.12 and Section 5.5, as those
     matters are otherwise  covered  by Section 12.1(c))  of this
     Agreement or the Goldsboro Ancillary Documents;

          (b)  any  breach   of   any   covenant,   agreement  or
     undertaking made by any Goldsboro Party in this Agreement or
     the Goldsboro Ancillary Documents;

          (c)  any  claims,  liabilities,  obligations,   losses,
     damages,  costs,  expenses,  penalties, fines and  judgments
     incurred  by  the  Company  and  its  Subsidiaries after the
     Closing Date relating to,  resulting  from or arising out of
     any  Legal   Proceedings   (including   the   Company  Legal
     Proceedings and the MGI Legal Proceedings listed on Schedule
     4.12  or  Schedule 5.5),  except  to  the  extent  otherwise
     reserved for in Final Working Capital Schedule with  respect
     to such Legal Proceedings;


 57

          (d)  any  liability  or  obligation  relating  to   the
     Maxwell Growing  Interest,  other  than  to  the  extent not
     required to be performed on or prior to the Closing Date and
     accruing  and  relating to  operations  subsequent  to   the
     Closing Date;

          (e)  any  liability  or  obligation  relating   to  the
     Excluded Maxwell Growing Interest Assets;

          (f)  any   Indebtedness   of   the   Company    or  its
     Subsidiaries as of the Closing Date other than the Term Debt,
     the Revolver, the  Maxwell  Group Member Note, the MB Member
     Note and any other Indebtedness disclosed in Schedule 4.3(b);
     or

          (g)  any  liability  or  obligation  arising  out of or
     relating to any claim asserted against the Company or any of
     its Subsidiaries by Murphy-Brown.

     Section  12.2   Indemnification Obligations of the Goldsboro
Parties  to the Purchaser.  The Goldsboro Parties shall,  jointly
and  severally, indemnify, defend and hold harmless the Purchaser
Indemnified Parties from, against, and in respect of, any and all
claims,   liabilities,  obligations,  damages,   losses,   costs,
expenses,  penalties, fines and judgments (at equity or  at  law,
including  statutory  and common) whenever  arising  or  incurred
(including amounts paid in settlement, costs of investigation and
reasonable  attorneys'  fees  and expenses)  arising  out  of  or
relating to:

          (a)  any  breach or inaccuracy of any representation or
     warranty made by the Goldsboro Parties in Article VI of this
     Agreement or the Goldsboro Ancillary Documents; or

          (b)  any  breach   of   any   covenant,   agreement  or
     undertaking made by any Goldsboro Party in this Agreement or
     the Goldsboro Ancillary Documents.

     The   claims,  liabilities,  obligations,  losses,  damages,
costs,  expenses, penalties, fines and judgments of the Purchaser
Indemnified  Parties described in this Section 12.2 as  to  which
the Purchaser Indemnified Parties are entitled to indemnification
and the claims, liabilities, obligations, losses, damages, costs,
expenses,   penalties,  fines  and  judgments  of   the   Company
Indemnified  Parties described in Section 12.1 as  to  which  the
Company  Indemnified Parties are entitled to indemnification  are
collectively referred to as "Indemnifiable Losses."

     Section 12.3   Indemnification Obligations of the Purchaser.
The Purchaser shall indemnify and  hold  harmless  the  Goldsboro
Indemnified Parties from, against and in respect of any  and  all
claims,   liabilities,  obligations,  losses,   damages,   costs,
expenses,  penalties, fines and judgments (at equity or  at  law,
including  statutory  and common) whenever  arising  or  incurred
(including amounts paid in settlement, costs of investigation and
reasonable  attorneys'  fees  and expenses)  arising  out  of  or
relating to:

          (a)  any breach  or inaccuracy of any representation or
     warranty  made  by  the  Purchaser  in  Article  VII of this
     Agreement or in any Purchaser Ancillary Document; or

          (b)  any  breach   of   any   covenant,   agreement  or
     undertaking made by  the  Purchaser  in this Agreement or in
     any Purchaser Ancillary Document.

 58

     The   claims,  liabilities,  obligations,  losses,  damages,
costs,  expenses, penalties, fines and judgments of the Goldsboro
Indemnified  Parties described in this Section 12.3 as  to  which
the Goldsboro Indemnified Parties are entitled to indemnification
are collectively referred to as "Goldsboro Losses."

     Section 12.4   Indemnification Procedure.

          (a)  Promptly following receipt by an Indemnified Party
     of notice  by  a  third  party  (including  any Governmental
     Entity) of any  complaint  or the commencement of any audit,
     investigation, action  or  proceeding  with respect to which
     such Indemnified Party may be entitled  to  receive  payment
     from  another  Party  for  any  Indemnifiable  Loss  or  any
     Goldsboro Loss (as the case may be),  such Indemnified Party
     shall notify the Purchaser or Maxwell  (on  behalf   of  the
     Goldsboro Parties), as the case may  be  (the  "Indemnifying
     Party"), promptly following the Indemnified Party's  receipt
     of  such  complaint  or  notice  of the commencement of such
     audit,  investigation,  action   or   proceeding;  provided,
     however,  that  the  failure  to so  notify the Indemnifying
     Party  shall   relieve the Indemnifying Party from liability
     hereunder with  respect  to  such claim only if, and only to
     the extent that, such  failure to so notify the Indemnifying
     Party results  in  the  forfeiture by the Indemnifying Party
     of  rights  and   defenses   otherwise   available   to  the
     Indemnifying  Party  with  respect   to   such  claim.   The
     Indemnifying Party shall have the right, upon written notice
     delivered to the Indemnified Party within twenty  (20)  days
     thereafter   assuming   full   responsibility    for     any
     Indemnifiable Losses or Goldsboro Losses (as the case may be)
     resulting  from  such   audit,   investigation,   action  or
     proceeding,  to assume the defense of such complaint, audit,
     investigation,  action   or  proceeding,  to the extent such
     complaint,  audit,  investigation,  action   or   proceeding
     involves solely monetary damages,  including  the employment
     of  counsel reasonably satisfactory to the Indemnified Party
     and  the  payment  of  the  fees  and  disbursements of such
     counsel; provided, however, that an  Indemnifying Party will
     not be entitled to assume  the  defense  of  any  complaint,
     audit, investigation, action or proceeding if (i) such claim
     could result in criminal liability of, or equitable remedies
     against,  the  Indemnified  Party;  or (ii)  the Indemnified
     Party  reasonably  believes  that  the  interests   of   the
     Indemnifying Party and the Indemnified Party with respect to
     the such claim are in  conflict  with one another, and as  a
     result, the Indemnifying Party could not adequately represent
     the interests of the Indemnified Party in such claim.  In the
     event, however, that the Indemnifying Party declines or fails
     to assume, or is  not permitted to assume, the defense of the
     audit, investigation,  action  or  proceeding  on  the  terms
     provided above or to employ  counsel  reasonably satisfactory
     to the Indemnified Party, in  either  case within such twenty
     (20) day period, or if the Indemnifying Party is not entitled
     to assume the defense of the  audit, investigation, action or
     proceeding in accordance with the  preceding   sentence, then
     such Indemnified Party may  employ counsel  to  represent  or
     defend  it  in  any  such  audit,    investigation, action or
     proceeding  and  the  Indemnifying   Party   shall   pay  the
     reasonable fees and  disbursements  of  such  counsel for the
     Indemnified Party as incurred; provided, however, that    the
     Indemnifying  Party shall not be required to pay the fees and
     disbursements  of  more than one counsel for all  Indemnified
     Parties   in   any   jurisdiction   in   any   single  audit,
     investigation,   action   or   proceeding.   In   any  audit,
     investigation, action or proceeding for which indemnification
     is  being  sought  hereunder  the  Indemnified  Party  or the
     Indemnifying Party, whichever is not  assuming the defense of
     such action, shall have the

 59

     right  to  participate  in  such matter and to retain its own
     counsel at such Party's  own expense.  The Indemnifying Party
     or the Indemnified  Party  (as the case may be)  shall at all
     times use reasonable  efforts  to keep the Indemnifying Party
     or the Indemnified Party  (as  the  case  may be)  reasonably
     apprised of  the  status  of  the  defense  of any matter the
     defense of which it is maintaining and   to cooperate in good
     faith with each other with respect to the defense of any such
     matter.

          (b)  No  Indemnified Party may  settle or compromise any
     audit,  investigation, action or proceeding or consent to the
     entry of  any  judgment with respect to which indemnification
     is being  sought  hereunder without the prior written consent
     of the  Indemnifying Party, unless (i) the Indemnifying Party
     fails to  assume, or is not permitted to assume, and maintain
     the defense of such claim pursuant to Section 12.4(a) or (ii)
     such   settlement,   compromise   or   consent   includes  an
     unconditional  release  of  the  Indemnifying  Party  and its
     officers, directors,  managers, employees and Affiliates from
     all liability arising out  of  such  claim.  An  Indemnifying
     Party may not,  without  the  prior  written  consent  of the
     Indemnified Party, settle or compromise  any claim or consent
     to  the  entry  of   any   judgment  with  respect  to  which
     indemnification  is  being  sought  hereunder unless (x) such
     settlement,  compromise  or consent includes an unconditional
     release of the Indemnified Party and its officers, directors,
     managers, employees and Affiliates from all liability arising
     out  of  such  claim,  (y)  does not contain any admission or
     statement suggesting any wrongdoing or liability on behalf of
     the  Indemnified Party and (z) does not contain any equitable
     order, judgment or term that in any manner affects, restrains
     or  interferes  with the business of the Indemnified Party or
     any of the Indemnified Party's Affiliates.

          (c)  In the event an Indemnified Party claims a right to
     payment  pursuant  hereto,  such Indemnified Party shall send
     written notice  of such claim to the appropriate Indemnifying
     Party.  Such notice  shall  specify the basis for such claim.
     The  failure  by any  Indemnified  Party  so  to  notify  the
     Indemnifying Party shall not relieve  the  Indemnifying Party
     from any liability that it may have to such Indemnified Party
     with respect to any  claim  made  pursuant  to  this  Section
     12.4(c), it being  understood  that  notices  for  claims  in
     respect of a breach of a representation or warranty  must  be
     delivered prior to the expiration of the survival  period for
     such representation or warranty  under  Section 12.5.  In the
     event the Indemnifying Party does not notify  the Indemnified
     Party within thirty (30) days following its  receipt of  such
     notice that the Indemnifying Party disputes its  liability to
     the  Indemnified  Party  under this Article XII or the amount
     thereof, the claim specified by the Indemnified Party in such
     notice  shall  be  conclusively  deemed  a  liability  of the
     Indemnifying   Party   under   this  Article  XII,   and  the
     Indemnifying  Party shall pay the amount of such liability to
     the Indemnified Party on demand or, in the case of any notice
     in which the amount  of  the  claim  (or  any portion  of the
     claim) is estimated, on such  later  date  when the amount of
     such claim (or such portion of such  claim)  becomes  finally
     determined.  In the event the  Indemnifying Party has  timely
     disputed its liability with respect to such claim as provided
     above, as promptly  as  possible, such  Indemnified Party and
     the appropriate Indemnifying Party shall establish the merits
     and amount of such claim (by  mutual  agreement,  litigation,
     arbitration or otherwise) and, within five (5) Business  Days
     following  the  final  determination of the merits and amount

 60

     of  such  claim,  the  Indemnifying  Party  shall  pay to the
     Indemnified Party in immediately available funds in an amount
     equal to such claim as determined hereunder.

          (d)  The Parties agree that the Purchaser shall have the
     right to  exercise  the  rights  of  the  Company Indemnified
     Parties  under  this  Article XII,  but  any  amounts paid in
     satisfaction of any  Indemnifiable  Losses  on behalf  of the
     Company Indemnified Parties shall be paid to the Company.

          (e)  Any  indemnification  obligation  of  the Goldsboro
     Parties  pursuant  to this Article  XII shall be satisfied by
     the Goldsboro Parties on a joint and several basis.

     Section 12.5   Claims  Period.  The  Claims  Period hereunder
shall begin on the date hereof and terminate as follows:

          (a)  (i) with  respect  to  Indemnifiable Losses arising
     under  Section  12.1(a)  with  respect  to   any   breach  or
     inaccuracy of any  representation  or warranty in Section 4.2
     (Authorization),  Section 4.3 (Capital Structure), or Section
     4.30 (Brokers), the Claims Period shall continue indefinitely
     (ii)  with respect  to  Indemnifiable  Losses  arising  under
     Section 12.1(a) with respect  to  any breach or inaccuracy of
     any representation or warranty in Section 4.1 (Organization),
     Section 4.7(a) (Title to Assets) or Section  5.2(a) (Title to
     Assets), the Claims  Period  shall terminate on the date that
     is three (3) years following  the  Closing  Date  (iii)  with
     respect to Indemnifiable Losses arising under Section 12.1(a)
     with   respect  to   any   breach   or   inaccuracy   of  any
     representation or warranty  in  Section  4.15  (Tax  Returns;
     Taxes), the Claims Period shall terminate on the date that is
     sixty  (60) days following the termination of the  applicable
     statute of limitations or, if there is no applicable  statute
     of limitations, the Claims Period shall terminate on the date
     that  is  five (5) years following the Closing Date (iv) with
     respect to Indemnifiable Losses arising under Section 12.1(b),
     the Claims Period shall terminate on the date that is two (2)
     years  following  the  Closing  Date  (v)  with  respect   to
     Indemnifiable  Losses  arising  under  Section  12.1(c),  the
     Claims Period shall  terminate  on  the date that is five (5)
     years  following  the  Closing  Date  (vi)  with  respect  to
     Indemnifiable Losses arising under Section 12.1(d) the Claims
     Period  shall  terminate  on  the date  that is two (2) years
     following   the   Closing   Date   (vii)   with   respect  to
     Indemnifiable  Losses   arising  under  Section 12.1(e),  the
     Claims  Period  shall  continue indefinitely, and (viii) with
     respect  to  all  other  Indemnifiable  Losses  arising under
     Section 12.1, the  Claims Period  shall terminate on the date
     that  is twelve (12) months following the Closing Date;

          (b)  with  respect to Indemnifiable Losses arising under
     Section 12.2, the  Claims Period  shall terminate on the date
     that is twelve (12) months following the Closing Date; and

          (c)  with  respect  to  Goldsboro  Losses  arising under
     Section 12.3, the Claims Period shall continue indefinitely.

     Notwithstanding  the foregoing, if, prior to  the  close  of
business  on  the  last day of the applicable Claims  Period,  an
Indemnifying Party shall have been properly notified of  a  claim
for  indemnity  hereunder  and such claim  shall  not  have  been
finally  resolved or disposed of at such

 61

date, such  claim  shall continue to survive  and shall remain  a
basis  for  indemnity  hereunder  until  such  claim  is  finally
resolved or disposed of  in accordance with the terms hereof.

     Section 12.6   Liability  Limits.  Notwithstanding  anything
to the contrary set forth herein, no claim shall be made  against
any Goldsboro Party for indemnification under  Sections  12.1(a),
12.1(c) or 12.2(a) for Indemnifiable Losses unless and until  the
aggregate amount of such Indemnifiable Losses exceeds One Million
Dollars ($1,000,000) (the "Indemnity Basket"), in which event the
Purchaser  (on  behalf  of the Company Indemnified  Parties)  may
claim  indemnification for all Indemnifiable Losses only  to  the
extent  such Indemnifiable Losses, in the aggregate,  exceed  One
Million Dollars ($1,000,000).  The total aggregate amount of  the
liability  of  the  Goldsboro Parties  for  Indemnifiable  Losses
indemnified under Sections 12.1(a), 12.1(c) and 12.2(a) shall  be
limited  to  Ten  Million Dollars ($10,000,000)  (the  "Indemnity
Cap").   The amount of Indemnifiable Losses otherwise payable  to
any  Indemnified Party pursuant to this Article XII shall be  net
of  any  insurance proceeds actually received by such Indemnified
Party with respect to such Indemnifiable Losses.

     Section 12.7   Exclusive  Remedy.  The  Parties  agree that,
excluding (a) any claim for injunctive or other equitable relief,
(b) the  rights  of  the  Parties under Section 11.2, or  (c) any
claim related to fraud,  willful  misconduct or bad faith  by the
Goldsboro  Parties or  the  Purchaser  in  connection   with  the
transactions  related  to  this  Agreement,  the  indemnification
provisions of this Article XII are intended  to  provide the sole
and exclusive remedy as  to  all  claims  either  the   Goldsboro
Parties, on the one hand,  or  the Purchaser, on the  other hand,
may incur arising from or relating to this Agreement.

                          ARTICLE XIII.
                    MISCELLANEOUS PROVISIONS

     Section  13.1    Notices.  All notices,  communications  and
deliveries  required or made hereunder must be  made  in  writing
signed by or on behalf of the Party making the same and shall  be
delivered  personally or by a national overnight courier  service
or  by  registered  or certified mail (return receipt  requested)
(with postage and other fees prepaid) as follows:


     To the Purchaser:          Seaboard Corporation
                                9000 West 67th Street
                                Shawnee Mission, KS 66202
                                Attn:  David Becker, General Counsel

     with a copy to:            King & Spalding LLP
                                1180 Peachtree Street
                                Atlanta, GA  30309
                                Attn:  Russell B. Richards

     To the Goldsboro Parties   Maxwell Farms, LLC
     (Maxwell):                 938 Millers Chapel Road
                                Goldsboro, NC 27534

 62


                                Attn: Tom Howell

     with a copy to:            Kilpatrick Stockton LLP
                                3737 Glenwood Avenue
                                Suite 400
                                Raleigh, NC 27612
                                Attn:  Gary Joyner


or  to  such other representative or at such other address  of  a
Party  as such Party may furnish to the other Parties in writing.
Any  such notice, communication or delivery shall be deemed given
or  made (a) on the date of delivery, if delivered in person, (b)
on the first Business Day following timely delivery to a national
overnight  courier  service  or (c) on  the  fifth  Business  Day
following it being mailed by registered or certified mail.

     Section 13.2   Assignment;   Successors   in   Interest.  No
assignment  or  transfer  by any Party of such Party's rights and
obligations hereunder shall be made except with the prior written
consent  of the other Parties; provided that the Purchaser shall,
without the obligation  to  obtain  the prior written consent  of
any  other  Party, be entitled to assign this Agreement or all or
any part of  its  rights  or obligations hereunder to one or more
Affiliates  of  the  Purchaser.  This  Agreement shall be binding
upon  and  shall inure to the benefit of  the Parties  and  their
respective successors  and  permitted  assigns, and any reference
to  a  Party  shall  also  be  a  reference to the successors and
permitted assigns thereof.

     Section 13.3   Captions.  The  titles, captions and table of
contents contained herein are inserted herein only as a matter of
convenience and for reference and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any
provision hereof.

     Section 13.4   Controlling  Law;  Amendment.  This Agreement
shall  be  governed  by  and construed and enforced in accordance
with the internal Laws of the State of Delaware without reference
to its  choice  of law rules.  This Agreement may not be amended,
modified  or  supplemented  except  by  written  agreement of the
Parties.

     Section 13.5   Consent  to  Jurisdiction,  Etc.  Each  Party
hereby  irrevocably  consents  and  agrees that any Legal Dispute
shall be brought only to the exclusive jurisdiction of the courts
of the  State  of North Carolina or the federal courts located in
the  State  of  Delaware,  and  each Party hereby consents to the
jurisdiction of  such  courts  (and of  the appropriate appellate
courts  therefrom) in  any  such  suit, action  or proceeding and
irrevocably waives, to the fullest  extent  permitted by law, any
objection that it may now or  hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or
that any such suit, action or  proceeding  that is brought in any
such court has been brought in an inconvenient forum.  During the
period a Legal Dispute is pending  before  a  court, all actions,
suits or proceedings with respect  to  such  Legal Dispute or any
other Legal Dispute, including  any  counterclaim, cross-claim or
interpleader, shall be subject  to  the exclusive jurisdiction of
such court.  Each Party hereby waives,  and shall not assert as a
defense in any Legal Dispute, that (a)  such Party is not subject
thereto, (b) such action, suit or  proceeding  may not be brought
or is not maintainable in such court, (c)  such  Party's property
is exempt or immune  from  execution, (d) such  action,  suit  or

 63

proceeding  is  brought in an inconvenient forum or (e) the venue
of such action, suit or proceeding is improper.  A final judgment
in any action,  suit or proceeding described in this Section 13.5
following the  expiration  of any period permitted for appeal and
subject to any stay during  appeal shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any
other manner provided by applicable Laws.

     Section 13.6   Severability.  Any  provision  hereof that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating  the  remaining  provisions
hereof,  and  any  such  prohibition  or  unenforceability in any
jurisdiction  shall  not  invalidate or render unenforceable such
provision in any other  jurisdiction.  To the extent permitted by
Law, each Party hereby  waives  any provision of Law that renders
any such provision prohibited or unenforceable in any respect.

     Section 13.7   Counterparts.  This Agreement may be executed
in  two  or  more  counterparts, each of which shall be deemed an
original, and it  shall  not be necessary in making proof of this
Agreement or the terms hereof to produce or account for more than
one of such counterparts.

     Section 13.8   Enforcement  of   Certain   Rights.   Nothing
expressed  or  implied herein is intended, or shall be construed,
to confer  upon  or  give  any Person other than the Parties, and
their  successors  or  permitted  assigns,  any   right,  remedy,
obligation or  liability under or by reason of this Agreement, or
result in such  Person  being  deemed  a  third-party beneficiary
hereof.

     Section 13.9   Waiver.  Any  agreement  on  the  part  of  a
Party to any extension or waiver of any provision hereof shall be
valid  only  if  set  forth in an instrument in writing signed on
behalf of  such Party.  A waiver by a Party of the performance of
any covenant, agreement, obligation, condition, representation or
warranty  shall  not  be  construed  as  a  waiver  of  any other
covenant, agreement,  obligation,  condition,  representation  or
warranty.  A waiver by  any  Party  of the performance of any act
shall not constitute a waiver of the performance of any other act
or an identical act required to be  performed  at  a  later time.

     Section 13.10   Integration.    This   Agreement   and   the
documents  executed  pursuant  hereto supersede all negotiations,
agreements  and  understandings among the Parties with respect to
the  subject   matter  hereof  (except  for  the  Confidentiality
Agreement, which  the  Parties  agree  will  terminate  as of the
Closing) and  constitute  the  entire agreement among the Parties
with respect thereto.

     Section 13.11  Cooperation Following the Closing.  Following
the  Closing,  each Party shall deliver to the other Parties such
further information  and  documents and shall execute and deliver
to the other Parties such  further  instruments and agreements as
any other Party shall reasonably request to consummate or confirm
the transactions provided for herein,  to  accomplish the purpose
hereof or to assure to any other Party the benefits hereof.

     Section 13.12  Transaction Costs.  Except  as provided above
or as  otherwise  expressly provided herein, each Party shall pay
its own  fees, costs and expenses incurred in connection herewith
and the  transactions  contemplated  hereby,  including the fees,
costs and  expenses  of  its  financial advisors, accountants and
counsel.   Without  limiting the foregoing, it is understood that

 64

the  Goldsboro  Parties  shall  pay  the Maxwell Expenses and the
Purchaser shall pay the Seaboard Expenses.


                          *  *  *  *  *

 65


     IN  WITNESS WHEREOF, the Parties have caused this  Agreement
to be duly executed, as of the date first above written.

                         PURCHASER:

                         SEABOARD CORPORATION

                         By:  /s/ Robert L. Steer
                           Name:  Robert L. Steer
                           Title: Senior Vice President

                         GOLDSBORO:

                         GOLDSBORO MILLING COMPANY

                         By:  /s/ J. Louis Maxwell, Jr.
                           Name:  J. Louis Maxwell, Jr.
                           Title: Authorized Signatory


                         By:  /s/ J. Walter Pelletier, III
                           Name:  J. Walter Pelletier, III
                           Title: Authorized Signatory

                         MAXWELL:

                         MAXWELL FARMS, LLC

                         By:  /s/ J. Louis Maxwell, Jr.
                           Name:  J. Louis Maxwell, Jr.
                           Title: Authorized Signatory

                         By:  /s/ J. Walter Pelletier, III
                           Name:  J. Walter Pelletier, III
                           Title: Authorized Signatory

                         NEWCO:

                         GM ACQUISITION, LLC

                         By:  /s/ J. Louis Maxwell, Jr.
                           Name:  J. Louis Maxwell, Jr.
                           Title: Authorized Signatory

                         By:  /s/ J. Walter Pelletier, III
                           Name:  J. Walter Pelletier, III
                           Title: Authorized Signatory

                Signature Page to Purchase Agreement

EX-13

                      SEABOARD CORPORATION


                       2010 Annual Report







 Description of Business

 Seaboard    Corporation   is   a   diversified   international
 agribusiness  and  transportation  company.   In  the   United
 States,  Seaboard is primarily engaged in pork production  and
 processing  and ocean transportation.  Overseas,  Seaboard  is
 primarily   engaged   in   commodity   merchandising,    grain
 processing,  sugar production, and electric power  generation.
 Seaboard  also  has  an interest in turkey operations  in  the
 United States.

 Table of Contents

  Letter to Stockholders                                      2

  Principal Locations                                         5

  Division Summaries                                          6

  Summary of Selected Financial Data                          8

  Company Performance Graph                                   9

  Quarterly Financial Data (unaudited)                       10

  Management's Discussion & Analysis of Financial Condition
   and Results of Operations                                 11

  Management's Responsibility for Consolidated Financial
   Statements                                                26

  Management's Report on Internal Control over Financial
   Reporting                                                 26

  Report of Independent Registered Public Accounting Firm
   on Consolidated Financial Statements                      27

  Report of Independent Registered Public Accounting Firm
   on Internal Control over Financial Reporting              28

  Consolidated Statements of Earnings                        29

  Consolidated Balance Sheets                                30

  Consolidated Statements of Cash Flows                      31

  Consolidated Statements of Changes in Equity               32

  Notes to Consolidated Financial Statements                 33

  Stockholder Information                                    60

This report, including information included or incorporated  by
reference  in  this  report, contains  certain  forward-looking
statements with respect to the financial condition, results  of
operations, plans, objectives, future performance and  business
of   Seaboard  Corporation  and  its  subsidiaries  (Seaboard).
Forward-looking  statements  generally  may  be  identified  as
statements  that  are not historical in nature  and  statements
preceded by, followed by or that include the words: "believes,"
"expects,"  "may,"  "will," "should,"  "could,"  "anticipates,"
"estimates,"  "intends,"  or  similar  expressions.   In   more
specific  terms,  forward-looking statements, include,  without
limitation:  statements concerning the projection of  revenues,
income  or  loss,  capital expenditures, capital  structure  or
other  financial items, including the impact of  mark-to-market
accounting on operating income; statements regarding the  plans
and  objectives of management for future operations; statements
of   future  economic  performance;  statements  regarding  the
intent,  belief  or current expectations of  Seaboard  and  its
management  with respect to: (i) Seaboard's ability  to  obtain
adequate financing and liquidity, (ii) the price of feed stocks
and other materials used by Seaboard, (iii) the sales price  or
market  conditions for pork, grains, sugar,  turkey  and  other
products  and services, (iv) statements concerning management's
expectations   of   recorded   tax   effects   under    certain
circumstances,  (v) the volume of business and working  capital
requirements   associated   with   the   competitive    trading
environment  for  the  Commodity Trading and  Milling  segment,
(vi)   the  charter  hire rates and fuel  prices  for  vessels,
(vii)  the stability of the Dominican Republic's economy,  fuel
costs  and  related  spot  market  prices  and  collection   of
receivables  in the Dominican Republic, (viii) the  ability  of
Seaboard to sell certain grain inventories in foreign countries
at a current cost basis and the related contract performance by
customers,  (ix)  the  effect  of the  fluctuation  in  foreign
currency    exchange    rates,   (x)   statements    concerning
profitability  or  sales volume of any of Seaboard's  segments,
(xi)  the  anticipated  costs  and  completion  timetable   for
Seaboard's  scheduled  capital improvements,  acquisitions  and
dispositions,  or  (xii)  other  trends  affecting   Seaboard's
financial condition or results of operations, and statements of
the  assumptions underlying or relating to any of the foregoing
statements.

This  list  of  forward-looking statements  is  not  exclusive.
Seaboard undertakes no obligation to publicly update or  revise
any  forward-looking statement, whether  as  a  result  of  new
information,   future  events,  changes   in   assumptions   or
otherwise.   Forward-looking statements are not  guarantees  of
future   performance   or   results.    They   involve   risks,
uncertainties  and  assumptions.   Actual  results  may  differ
materially  from  those  contemplated  by  the  forward-looking
statements  due  to  a  variety of  factors.   The  information
contained  in  this  report, including without  limitation  the
information  under  the headings "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations"  and
"Letter  to  Stockholders", identifies important factors  which
could cause such differences.

 1

                  Letter to Stockholders

2010 was a year to remember as we posted record results in sales,
operating  income and net income. Seaboard Foods, our  integrated
pork  division, is largely responsible for these high water marks
but  our other divisions also delivered very respectable results.
This  is  laudable  during this time of  worldwide  economic  and
political   instability.    As   an   international   food    and
transportation  company,  our results  are  not  only  driven  by
industry  fundamentals,  but  are heavily  influenced  by  global
economic, social and political conditions. While 2010 is  in  the
bank,   it   is   clear  that  2011  will  be   challenging   and
unpredictable. As a company reliant on commodity inputs  such  as
grain  and  energy and in industries which are heavily  regulated
by  government  and  scrutinized  by  special  interest   groups,
managing margins becomes more challenging  as  major  costs   are
tougher  to  control.   The current volatility and high prices of
many of our  critical  raw  materials  and  products has provided
some benefits in  the  short term, but could ultimately impact us
negatively. Higher   prices  for  our  finished  products are not
beneficial long term  to  our  customers  or to the growth of our
industries. Going forward,  as we attempt to maintain margins and
market share with our finished  products  we  face the reality of
consumer price  resistance and food substitution. Maintaining our
focus on aspects that we  can control,  namely quality of product
and service, broader  product mix and a strong company culture is
increasingly important.

As  noted  in  this Annual Report, some divisions  posted  record
revenue  and operating income largely due to higher sales  prices
and, in nearly all segments, volume increases. Revenues increased
almost 22% year over year to $4.386 billion with operating income
up  $297.3  million. Our operations generated $236.5  million  in
cash after adjusting for capital expenditures and strengthened an
already solid balance sheet. We remain in a favorable position to
fund  increased  working  capital  needs,  new  investments   and
continued  organic growth. Although it is tempting to deploy  our
liquid   position  quickly  to  improve  on  current   short-term
investment returns, we value strong cash reserves and  prefer  to
remain in an opportunistic and flexible position. To create  cash
flow,  long term value and sustainable businesses, we need to  be
patient and thoughtful as we grow the Company.

A  significant  accomplishment for our Company in  2010  was  our
acquisition  in December of a 50% voting interest  in  Butterball
LLC.  With the Butterball acquisition, we are pleased to  be  co-
owners  with the Maxwell Group who has been involved  in  several
agricultural   businesses  since  1916.  As  with  all   business
combinations,  there is the risk of successfully merging  company
cultures and philosophies. The transition period with the Maxwell
and  Butterball  Groups  has been exceptionally  smooth.  Sharing
similar business principles, priorities and practices give us the
confidence  that we can be of mutual benefit to one  another  and
bring strength and value to our common interests.  Butterball  is
a   company  that  has  tremendous  brand  recognition,   quality
products,  and  a  strong  customer  base  supported  by  focused
customer service and disciplined and enthusiastic employees.

As  shareholders, I encourage you to seek out Butterball, Prairie
Fresh and Daily's products at retailers wherever and whenever you
get the chance!

Looking  beyond  2010,  this may be one of the  more  challenging
years in recent memory for Seaboard and other grain reliant  food
businesses  in  the U.S. and worldwide. Beginning in  2005,  when
Congress  enacted  the U.S. Energy Policy Act  and  mandated  the
compulsory blending of ethanol with gasoline, the battle of  food
versus  fuel  was underway. Unfortunately, for consumers  in  the
U.S. and abroad, the expansion of land use to produce enough corn
to  meet  the  increased demand from the ethanol mandate  without
significant   price  disruption  has  not  taken  place.   As   a
consequence, corn and other row crops competing for the same land
base have skyrocketed in price.

The  U.S. government has not modified its current renewable fuels
energy  program (in fact, it has moved to increase the  mandates)
and as a result, prices for grain-based consumer foods have risen
dramatically. Meat products are quickly becoming less  affordable
for  most  consumers. Domestic per capita consumption of  protein
has decreased in all meat categories over the last five years and
is  down  over  20%  and 15% respectively in the  beef  and  pork
sectors since 1980. Sadly, over time, the U.S., with perhaps  the
best  infrastructure and commercial skills to convert grain  into
value  added food products, may lose its competitive edge in  the
export  markets  and with high prices, cause further  erosion  in
overall demand.

This   period  of  high  unemployment  coupled  with  an  economy
struggling for normalcy is a troubling time. As we reflect on the
health of our agricultural markets and specifically the livestock
sector,  we  must look hard at major reformation of  the  current
legislation coming up for review this year. It is our  hope  that
the  U.S.  government  will see the

 2

                  Letter to Stockholders

unintended  consequences  and enormous impact the renewable fuels
standard has had on the livestock  sector  and amend or legislate
a  more  durable  and  predictable  structure for  the  industry.
The  current  food  crisis  not  only  impacts  quality  of  life
issues  domestically  but   as  we have  seen, contributes toward
destabilizing nations around  the world.

Seaboard  Foods  is responsible, in large part,  for  our  record
results this year. Pork processing margins were unusually high as
sales  prices accelerated faster than live production  costs.  In
addition,  export volumes increased particularly  to  our  higher
valued markets in the Far East while domestic volumes nearly kept
pace with 2009. With the price of animal feed dramatically rising
over the last six months and the expectation that prices will not
decline materially over the near term, the entire meat sector has
taken  a  conservative approach on the supply side and this  will
continue until the federal government brings more clarity to farm
program  and  energy policy. Going forward, as  meat  prices  and
government  regulation  increase, it  will  be  tougher  for  the
industry to maintain volumes, margins and export competitiveness.

As  an  integrated producer and processor, it is uncertain if  we
will continue to enjoy historically high processor margins and to
weather variable returns on hog production. Seaboard Foods should
continue  to  have greater control over the quality  of  our  raw
materials  and finished product which is a competitive  advantage
and key part of our business model. The benefits of our model are
many  as we deliver safe and consistent high quality products  to
our  customers.  We continue to make headway in  the  retail  and
institutional  markets with enhanced and further processed  value
added products. With Butterball's strengths in certain categories
and  markets  and Seaboard Foods in others, we should  be  in  an
ideal  position to better both of these businesses with continued
coordination and cooperation. Over time, the distinct skill  sets
and  synergies between these two companies should bring  tangible
and intangible benefits to both.

Seaboard  Marine  posted  significantly  better  year  over  year
results with increased revenue and operating income as the global
economy  gradually recovered from its low levels  in  2009.  Unit
volumes increased approximately 20% while average container rates
remained about the same as higher trucking and fuel expenses were
more  than offset by lower charter rates and terminal costs. Last
year, margins suffered as operators tried to maintain volume  and
market  share in a shrinking market. Over the next few years,  we
expect  to  implement  a  fairly  aggressive  vessel  replacement
program.   We  intend to replace many older, less fuel  efficient
ships with new, more efficient vessels. Our mixture of owned  and
chartered  vessels  will also change as we  move  toward  a  more
modern,  specialized, fuel efficient and higher  capacity  fleet.
Over  the  last  several  years we have undergone  an  aggressive
capital  expenditure program to drive our operating  costs  lower
with   infrastructure  improvements,  cargo  handling   equipment
purchases  and software systems.  These initiatives should  lower
our  overall cost structure and provide improved service  to  our
client  base. In addition, we continue to add or modify  existing
routes in response to customer demands and particularly where  it
strengthens our position in the Americas. Although cargo carriage
is a basic business, there are many moving parts and coordinating
and  executing  all  components  is  critical  in  delivering   a
reliable,  flexible and premium service. We continue  to  perform
well in this regard.

The Commodity Trading and Milling Division experienced a year  of
growth and development as well as good overall operating results.
After  eliminating  the  impact of mark-to-market  accounting  on
derivatives and a one time litigation gain in 2009, the  division
achieved  solid  earnings  growth this year.  Third  party  grain
trading had a better year in Latin America while grain processing
margins were mixed in both Africa and the Americas. We have added
new trade offices in the U.S., Canada and Australia and added  to
our  industrial base in Latin America and Africa.  Now,  with  13
trading  offices and 32 plant locations in 21 countries  on  five
continents,  our  network of industrial  operations  and  trading
offices  gives us the leverage and scale to provide our customers
multiple  choices  in  origins of supply,  a  range  of  raw  and
processed  products  and cost competitive positions  through  our
owned  and chartered vessel fleet. With this broad base, we  have
been   able  to  expand  into  different  commodities,  including
specialty  grains and value added products and incrementally  add
to  our  regular  trade routes. In 2011, we  expect  to  add  new
commodity channels and routes to the existing trade portfolio. We
also continue to look for industrial investment opportunities  in
value added grain based businesses.

This  coming year, with a virtual certainty of historically  high
commodity  prices, we expect heavy price resistance and generally
lower  margins  and volumes on the milling side. We  are  already
seeing  this  in  some  locations in West Africa  and  additional
pressure  from  host  governments to  reduce  product  prices  to
maintain social stability. In Haiti, we plan

 3

                    Letter to Stockholders

on resuming  milling operations  later  this year after an entire
year  of  downtime  for  mill  reconstruction  as a result of the
earthquake in January 2010.  Overall,  although  we  expect  this
coming  year  to  be  challenging due to volatile and high priced
commodities, we  will  continue  to focus on upgrading our supply
chain logistics,  risk  management  activities and administrative
support system.  As  a  global division with over 45 years in the
commodity and  milling business in various forms of partnerships,
we have  a  wide  and diverse  network  through  which   we   can
analyze   various opportunities  and build synergistically on our
commodity  based platform.

Tabacal,  our  sugar cane production and processing  business  in
northern  Argentina  performed exceptionally  well  in  2010.  As
mentioned  in previous annual reports, we have spent considerable
sums over the last five years in expanding cane acreage, crushing
capacity, distillery functionality and energy production. We  now
have  a modern, efficient and flexible operation which allows  us
to  produce  many grades of sugar and alcohol for both  fuel  and
industrial use. With our new co-generation plant expected to come
on  stream in the 2nd quarter this year, our energy costs  should
be  reduced  significantly and our excess power  should  generate
incremental returns for the company.

With state and national elections coming up in October this year,
the  political  and  economic issues  are  crystallizing  now  in
Argentina.  Inflationary factors, government price  controls  and
labor  issues are some of the major challenges going forward  and
we are hoping that no major disruption upsets the momentum we are
building.  That being said, we believe the government understands
the ongoing contribution of our company and value of our industry
and  with our new capabilities and disciplined approach, we  feel
confident  that  we  will continue to earn  respectable  returns.
Sugar and fuel are close to historic highs and although they  may
correct to the downside, we believe our costs should enable us to
remain profitable.

Operating income for 2010 was 63% higher than last year from $8.2
to  $13.4 million as price increases more than offset higher fuel
expenses  in the Dominican Republic. As mentioned previously,  we
anticipate  closing  on the sale of our current  power  producing
assets  to a third party in the second quarter of 2011.  The  two
power  barges will be replaced by one new 106 MW barge  with  the
capability  of burning heavy fuel oil or natural  gas.   Our  net
investment  in  the  new 106 MW power barge  will  be  about  $55
million  after considering the anticipated sale proceeds  of  $70
million for the existing barges. The new engines will give us the
flexibility  to  produce electricity with either natural  gas  or
heavy fuel oil depending on price and availability of fuel stock.
We  have  a  solid infrastructure, good relations with  the  host
government  and  the  industrial  private  sector  and   we   are
optimistic that when we begin commercial operations in 2012,  the
new  power barge will be fully dispatched and will rank among the
most  efficient  power producers in the Dominican  Republic.  Our
expectations are that we will exceed prior year financial results
once we begin continuous operations in 2012.

It  is with pride and thanks that we deliver these record results
for the year and although it is only one in the Company's 83 year
history, it is many years in the making. Seaboard is made  up  of
many  unique  people who have helped shape this  Company  into  a
special one as measured not just by financial performance but  by
product  value, customer appreciation and employee  satisfaction.
For  this,  I  am  extremely grateful  and  appreciative  and  as
shareholders, I hope you are as well. If stockholder's equity  is
a  reliable  measure of financial performance  (as  some  notable
investment  analysts proclaim), then we haven't  done  too  badly
over  the last several years. We will no doubt face some  tougher
financial  times in 2011 but longer term, our selected industries
and  integrated  business model ought to  bring  some  reasonable
growth and value to our invested group.


                                /s/Steven J. Bresky
                                Steven J. Bresky
                                President and
                                Chief Executive Officer

 4

                            Principal Locations

Corporate Office        Minoterie de              Seaboard de Nicaragua, S.A.
Seaboard Corporation    Matadi, S.A.R.L.*          Nicaragua
Merriam, Kansas
                        Democratic Republic       Seaboard del Peru, S.A.
Pork                     of Congo                  Peru
Seaboard Foods LLC
 Pork Division Office   Minoterie du Congo,       Seaboard Freight & Shipping
  Merriam, Kansas        S.A.                      Jamaica Limited
                          Republic of Congo         Jamaica
 Processing Plant
  Guymon, Oklahoma      Moderna Alimentos, S.A.*  Seaboard Honduras, S. de R.L.
                        Molinos Champion, S.A.*    de C.V.
 Live Production         Ecuador                    Honduras
  Operation Offices
  Julesburg, Colorado   National Milling          Seaboard Marine Bahamas Ltd.
  Hugoton, Kansas        Company                   Bahamas
  Leoti, Kansas          of Guyana, Inc.
  Liberal, Kansas         Guyana                  Seaboard Marine (Trinidad)
  Rolla, Kansas                                    Ltd.
  Guymon, Oklahoma      National Milling            Trinidad
  Hennessey, Oklahoma    Corporation Limited
  Optima, Oklahoma        Zambia                  Seaboard Marine of Haiti,
                                                   S.E.
 Processed Meats        Companie Industrial de      Haiti
  Salt Lake City, Utah   Productos Agreopecuarios
  Missoula, Montana      SA*                      SEADOM, S.A.
                        Rafael del Castillo &      Dominican Republic
 High Plains             Cia. S.A.*
  Bioenergy, LLC          Colombia                SeaMaritima S.A. de C.V.
  Guymon, Oklahoma                                 Mexico
                        Seaboard West Africa
Seaboard de Mexico       Limited*                 Sugar
  USA LLC                 Sierra Leone            Ingenio y Refineria San
    Mexico                                         Martin del Tabacal SRL
                        Unga Holdings Limited*      Argentina
Commodity Trading &      Kenya and Uganda
 Milling                                          Power
Commodity Trading       Marine                    Transcontinental Capital
 Operations             Seaboard Marine Ltd.       Corp. (Bermuda) Ltd.
  Australia*             Marine Division Office     Dominican Republic
  Bermuda                 Miami, Florida
  Canada                                          Turkey
  Chapel Hill,          Port Operations            Butterball LLC*
   North Carolina*       Brooklyn, New York         Division Office
  Colombia               Fernandina Beach, Florida   Garner, North Carolina
  Ecuador                Houston, Texas             Processing Plants
  Greece                 Miami, Florida              Huntsville, Arkansas
  Isle of Man            New Orleans, Louisiana      Jonesboro, Arkansas
  Miami, Florida                                     Ozark, Arkansas
  Peru*                 Agencias Generales Conaven,  Longmont, Colorado
  South Africa           C.A.                        Carthage, Missouri
  Switzerland             Venezuela                  Kinston, North Carolina
                                                     Mt. Olive, North Carolina
 African Poultry        Agencia Maritima del Istmo,
  Development            S.A.
  Limited*                Costa Rica                Other
   Democratic Republic                               Mount Dora Farms de
   of Congo,            Cayman Freight Shipping       Honduras, S.R.L.
   Kenya and Zambia      Services, Ltd.                Honduras
                          Cayman Islands
 Fairfield Rice Inc.*                                  Mount Dora Farms Inc.
  Guyana                JacintoPort International LLC   Houston, Texas
                         Houston, Texas
 Les Moulins d'Haiti
  S.E.M.*               Representaciones Maritimas y
   Haiti                 Aereas, S.A.
                          Guatemala
 Lesotho Flour Mills
  Limited*              Sea Cargo, S.A.
   Lesotho               Panama

 Life Flour Mill Ltd.*  Seaboard de Colombia, S.A.
 Premier Feeds Mills     Colombia
  Company Limited*
   Nigeria

*Represents a non-controlled, non-consolidated affiliate

 5

                     Division Summaries

Pork Division

Seaboard's  Pork  Division  is  one  of  the  largest  vertically
integrated  pork  processors in the United States.   Seaboard  is
able  to  control animal production and processing from  research
and  development in nutrition and genetics, to the production  of
high quality meat products at our processing facilities.

Seaboard's  processing facility is located in  Guymon,  Oklahoma.
The  facility  has  a  daily  double shift  capacity  to  process
approximately 19,400 hogs and generally operates at capacity with
additional   weekend  shifts  depending  on  market   conditions.
Seaboard  produces and sells fresh and frozen  pork  products  to
further   processors,  foodservice  operators,  grocery   stores,
distributors  and  retail outlets throughout the  United  States.
Seaboard  also  sells to distributors and further  processors  in
Japan,  Mexico and other foreign markets.  Hogs processed at  the
plant  principally include Seaboard raised hogs as well  as  hogs
raised by third parties purchased under contract and in the  spot
market.

Seaboard's  hog  production facilities  consist  of  genetic  and
commercial  breeding, farrowing, nursery and finishing  buildings
located   in   Oklahoma,  Kansas,  Texas  and  Colorado.    These
facilities have a capacity to produce approximately four  million
hogs  annually.  Seaboard owns and operates six centrally located
feed mills to provide formulated feed to these facilities.

Seaboard's  Pork  Division also owns two bacon processing  plants
located  in  Salt  Lake  City, Utah and Missoula,  Montana.   The
processing  plants produce sliced and pre-cooked bacon  primarily
for food service.  These operations enable Seaboard to expand its
integrated  pork model into value-added products and  to  enhance
its  ability  to  extend  production  to  include  other  further
processed pork products.

In  the second quarter of 2008, Seaboard commenced production  of
biodiesel  at  a facility constructed in Guymon,  Oklahoma.   The
biodiesel  is  primarily produced from pork fat  from  Seaboard's
Guymon pork processing plant and from animal fat supplied by non-
Seaboard  facilities.  The biodiesel is sold  to  third  parties.
The  facility  can  also produce biodiesel  from  vegetable  oil.
Also,  during 2009 Seaboard completed construction of  and  began
operations at a majority-owned ham-boning and processing plant in
Mexico.

Seaboard's  Pork Division has an agreement with  a  similar  size
pork processor, Triumph Foods LLC (Triumph), to market all of the
pork   products  produced  at  Triumph's  plant  in  St.  Joseph,
Missouri.   Pursuant  to  this agreement,  Seaboard  is  able  to
provide  the  same  quality products to its  customers  that  are
produced  in  its  own  facilities.  Seaboard  markets  the  pork
products  for  a  fee  primarily based  on  the  number  of  head
processed  by Triumph Foods and is entitled to be reimbursed  for
certain expenses.

Commodity Trading & Milling Division

Seaboard's  Commodity Trading & Milling Division  markets  wheat,
corn,  soybean meal, rice and other similar commodities  in  bulk
overseas  to  third  party  customers and  affiliated  companies.
These   commodities   are   purchased  worldwide   with   primary
destinations in Africa, South America, and the Caribbean.

The   division  sources,  transports  and  markets  approximately
five  million metric tons per year of wheat, corn, soybean  meal,
rice  and  other similar commodities to the food and animal  feed
industries.   The division efficiently provides quality  products
and   reliable  services  to  industrial  customers  in  selected
markets.  Seaboard integrates the delivery of commodities to  its
customers  primarily  through  the  use  of  company  owned   and
chartered bulk carriers.

Seaboard's  Commodity Trading and Milling Division has facilities
in  28 countries. The commodity trading business operates through
ten   offices   in  nine  countries  and  three  non-consolidated
affiliates  located  in  nine countries.   The  grain  processing
businesses operate facilities at 32 locations in 14 countries and
include   four   consolidated   and   fourteen   non-consolidated
affiliates  in  Africa, South America, and the Caribbean.   These
businesses  produce approximately three million  metric  tons  of
finished product per year.

 6

                     Division Summaries

Marine Division

Seaboard's   Marine  Division  provides  containerized   shipping
service  between  the  United States, the  Caribbean  Basin,  and
Central   and  South  America.   Seaboard's  primary  operations,
located   in  Miami,  include  a  135,000  square-foot   off-port
warehouse  for cargo consolidation and temporary storage  and  an
81  acre  terminal at the Port of Miami.  At the Port of Houston,
Seaboard operates a 62 acre cargo terminal facility that includes
approximately 690,000 square feet of on-dock warehouse space  for
temporary  storage  of bagged grains, resins and  other  cargoes.
Seaboard also makes scheduled vessel calls to Brooklyn, New York,
Fernandina Beach, Florida, New Orleans, Louisiana and 42  foreign
ports.

Seaboard's  marine fleet consists of 10 owned  and  29  chartered
vessels,  as well as dry, refrigerated and specialized containers
and other related equipment.  Seaboard is the largest shipper  in
terms  of  cargo volume to and from the Port of Miami.   Seaboard
Marine  provides direct service to 26 countries.   Seaboard  also
provides extended service from our domestic ports of call to  and
from   multiple  foreign  destinations  through  a   network   of
connecting  carrier  agreements with major  regional  and  global
carriers.

To maximize fleet utilization, Seaboard uses a network of offices
and  agents throughout the United States, Canada, Latin  America,
and  the  Caribbean Basin to book both northbound and  southbound
cargo to and from the United States and between the countries  it
serves.    Seaboard's   full   service  capabilities,   including
agreements with a network of connecting carriers, allow transport
by  truck or rail of import and export cargo to and from  various
U.S. ports.  Seaboard's frequent sailings and fixed-day schedules
make  it  convenient  for  customers to coordinate  manufacturing
schedules  and  maintain  inventories at  cost-efficient  levels.
Seaboard's approach is to work in partnership with its  customers
to  provide  the  most reliable and effective  level  of  service
throughout  the  United States, Latin America and  the  Caribbean
Basin and between the countries it serves.

Other Divisions

In  Argentina,  Seaboard grows sugar cane, produces  and  refines
sugar,  and  produces alcohol.  The sugar is  primarily  marketed
locally  with some exports to the United States and  other  South
American  countries.   Seaboard's mill, one  of  the  largest  in
Argentina,   has   a   processing   capacity   of   approximately
250,000 metric tons of sugar and approximately 14 million gallons
of  alcohol  (hydrated and dehydrated) per  year.   The  mill  is
located  in  the  Salta Province of Argentina with administrative
offices  in  Buenos Aires.  Approximately 60,000  acres  of  land
owned  by Seaboard in Argentina is planted with sugar cane, which
supplies  the majority of the raw product processed by the  mill.
Depending on local market conditions, sugar may also be purchased
from  third parties for resale.  During 2008 this division  began
construction of a 40 megawatt cogeneration power plant, which  is
expected  to  be  completed in the second quarter  of  2011.   In
addition,  in the first quarter of 2010, the Company began  sales
of   dehydrated  alcohol  to  certain  oil  companies  under  the
Argentine  government bio-ethanol program which requires  alcohol
to be blended with gasoline.

Seaboard  owns two floating electric power generating  facilities
in  the  Dominican  Republic, consisting of a  system  of  diesel
engines  mounted  on  barges with a combined  rated  capacity  of
approximately 112 megawatts.    Seaboard has an agreement to sell
these  electric  power  generating  facilities,  which  sale   is
anticipated  to be finalized during the second quarter  in  2011.
Seaboard is retaining all other physical properties of its  power
generation  business and is currently constructing a  replacement
power  generation facility with a rated capacity of 106 megawatts
for use in the Dominican Republic.  Operations are anticipated to
begin by the end of 2011 or early 2012.  Seaboard operates as  an
independent power producer generating electricity for  the  local
power   grid.    Seaboard  is  not  directly  involved   in   the
transmission  or  distribution  of  electricity  but  does   have
contracts to sell directly to third party users.

On  December 6, 2010,  Seaboard  purchased  a  50  percent   non-
controlling  voting interest in Butterball, LLC   ("Butterball").
Butterball  is  a vertically integrated producer,  processor  and
marketer  of  branded and non-branded turkeys, and  other  turkey
products.   Butterball has seven processing plants  and  numerous
live production and feed milling operations located  in Arkansas,
Colorado,  Kansas,  Missouri  and  North  Carolina.    Butterball
produces approximately 1 billion pounds of turkey each  year, and
supplies its products to more than 30 countries.  Butterball is a
national  supplier to retail and foodservice  outlets   and  also
exports products to Mexico and other countries.

Seaboard processes jalapeno  peppers  at  its  plant in Honduras.
These  products  are  shipped to the United States   on  Seaboard
Marine vessels and distributed from Seaboard's port facilities.

 7

                    Summary of Selected Financial Data

(Thousands of dollars except
 per share amounts)                       Years ended December 31,
                             2010       2009       2008       2007       2006

Net sales                $4,385,702 $3,601,308 $4,267,804 $3,213,301 $2,707,397

Operating income         $  321,066 $   23,723 $  121,809 $  169,915 $  296,995

Net earnings attributable
 to Seaboard             $  283,611 $   92,482 $  146,919 $  181,332 $  258,689

Basic earnings per common
 share                   $   231.69 $    74.74 $   118.19 $   144.15 $   205.09

Diluted earnings per
 common share            $   231.69 $    74.74 $   118.19 $   144.15 $   205.09

Total assets             $2,734,086 $2,337,133 $2,331,361 $2,093,699 $1,961,433

Long-term debt, less
 current maturities      $   91,407 $   76,532 $   78,560 $  125,532 $  137,817

Stockholders' equity     $1,778,249 $1,545,419 $1,463,578 $1,355,199 $1,242,410

Dividends per common
 share                   $     9.00 $     3.00 $     3.00 $     3.00 $     3.00

In  December 2010, Seaboard declared and paid a dividend of $6.75
per  share  on  the common stock.  The increased  amount  of  the
dividend  (which  has  historically been $0.75  per  share  on  a
quarterly   basis  or  $3.00  per  share  on  an  annual   basis)
represented  payment  of the regular fourth quarter  dividend  of
$0.75  per  share and a prepayment of the annual  2011  and  2012
dividends  ($3.00 per share per year).  Seaboard does not  intend
to declare any further dividends for the years 2011 and 2012.

Seaboard  Corporation, and affiliated companies in its  Commodity
Trading  and  Milling segment, resolved a dispute  with  a  third
party  related  to  a  2005 transaction.  As a  result,  Seaboard
Overseas Limited received $16,787,000, net of expenses, or $13.57
per  common share in the third quarter of 2009 included in  other
income.   There was no tax expense on this transaction. See  Note
11   to   the  Consolidated  Financial  Statements  for   further
discussion.

 8

                  Company Performance Graph

The  Securities  and  Exchange Commission  requires  a  five-year
comparison  of  stock performance for Seaboard with  that  of  an
appropriate broad equity market index and similar industry index.
Seaboard's  common stock is traded on the NYSE Amex Equities  and
provides   an   appropriate  comparison  for   Seaboard's   stock
performance.   Because  there  is no  single  industry  index  to
compare stock performance, the companies comprising the Dow Jones
Food  and  Marine  Transportation  Industry  indices  (the  "Peer
Group") were chosen as the second comparison.

The  following  graph shows a five-year comparison of  cumulative
total  return for Seaboard, the NYSE Amex Equities Index and  the
companies comprising the Dow Jones Food and Marine Transportation
Industry  indices weighted by market capitalization for the  five
fiscal  years  commencing December 31, 2005, and ending  December
31, 2010.  The information presented in the performance graph  is
historical  in  nature  and  is  not  intended  to  represent  or
guarantee future returns.

           COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Seaboard Corporation, the NYSE Amex Equities Composite Index
                        and a Peer Group

                The graph depicts data points below.

*$100 invested on 12/31/05 in stock or index, including
reinvestment of dividends.  Fiscal year ending December 31.


The comparison of cumulative total returns presented in the above
graph was plotted using the following index values and common
stock price values:

                      12/31/05  12/31/06  12/31/07  12/31/08 12/31/09  12/31/10

Seaboard Corporation   $100.00   $117.05   $ 97.64   $ 79.49  $ 90.05   $133.55
NYSE Amex Equities
 Composite             $100.00   $119.54   $144.62   $ 87.02  $118.50   $152.13
Peer Group             $100.00   $120.20   $131.33   $101.27  $121.20   $139.55

 9


                         Quarterly Financial Data (unaudited)

(UNAUDITED)
(Thousands of dollars except per share amounts)

                             1st        2nd        3rd        4th     Total for
                           Quarter    Quarter    Quarter    Quarter    the Year

2010

Net sales                $1,020,276 $1,048,463 $1,111,813 $1,205,150 $4,385,702

Operating income         $   67,466 $  101,247 $   41,642 $  110,711 $  321,066

Net earnings
 attributable to
 Seaboard                $   62,778 $   77,604 $   39,869 $  103,360 $  283,611

Earnings per common
 share                   $    50.84 $    63.21 $    32.74 $    85.01 $   231.69

Dividends per common
 share                   $     0.75 $     0.75 $     0.75 $     6.75 $     9.00

Closing market price range per common share:

                  High   $ 1,430.00 $ 1,610.00 $ 1,795.00 $ 2,006.00
                  Low    $ 1,195.00 $ 1,261.00 $ 1,387.05 $ 1,750.01
2009

Net sales                $  917,568 $  869,830 $  854,625 $  959,285 $3,601,308

Operating income (loss)  $   16,042 $    2,769 $   (2,679)$    7,591 $   23,723

Net earnings
 attributable to
 Seaboard                $   15,973 $   26,919 $   36,715 $   12,875 $   92,482

Earnings per common
 share                   $    12.89 $    21.76 $    29.69 $    10.41 $    74.74

Dividends per common
 share                   $     0.75 $     0.75 $     0.75 $     0.75 $     3.00

Closing market price range per common share:

                  High   $ 1,215.00 $ 1,285.00 $ 1,382.82 $ 1,549.00
                  Low    $   805.00 $   935.00 $ 1,040.00 $ 1,172.00

In  December 2010, Seaboard declared and paid a dividend of $6.75
per  share  on  the common stock.  The increased  amount  of  the
dividend  (which  has  historically been $0.75  per  share  on  a
quarterly   basis  or  $3.00  per  share  on  an  annual   basis)
represented  payment  of the regular fourth quarter  dividend  of
$0.75  per  share and a prepayment of the annual  2011  and  2012
dividends  ($3.00 per share per year).  Seaboard does not  intend
to declare any further dividends for the years 2011 and 2012.

During  2010,  Seaboard repurchased 5,452 common  shares  in  the
first quarter, 6,680 in the second quarter and 8,747 in the third
quarter, as authorized by Seaboard's Board of Directors.   During
the first and second quarters of 2009, Seaboard repurchased 3,233
and  435  common shares respectively, as authorized by Seaboard's
Board  of  Directors.  See Note 12 to the Consolidated  Financial
Statements for further discussion.

Seaboard  Corporation, and affiliated companies in its  Commodity
Trading  and  Milling segment, resolved a dispute  with  a  third
party  related  to  a  2005 transaction.  As a  result,  Seaboard
Overseas Limited received $16,787,000, net of expenses, or $13.57
per  common share in the third quarter of 2009 included in  other
income.   There was no tax expense on this transaction. See  Note
11   to   the  Consolidated  Financial  Statements  for   further
discussion.

 10

             Management's Discussion & Anaylsis

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

Seaboard  is  a  diverse agribusiness and transportation  company
with  global operations in several industries.  Most of the sales
and costs of Seaboard's segments are significantly influenced  by
worldwide fluctuations in commodity prices and changes in foreign
political and economic conditions.  Accordingly, sales, operating
income  and cash flows can fluctuate significantly from  year  to
year.  As  each  segment  operates  in  distinct  industries  and
different  geographical  locations,  management  evaluates  their
operations separately.  Seaboard's reporting segments  are  based
on  information used by Seaboard's Chief Executive Officer in his
capacity   as   chief  operating  decision  maker  to   determine
allocation of resources and assess performance.

Pork Segment

The  Pork  segment  is primarily a domestic  business  with  some
export  sales  to  Japan,  Mexico,  and  other  foreign  markets.
Revenues  from the sale of pork products are primarily  generated
from  a  single  hog processing plant in Guymon, Oklahoma,  which
operates  at  daily  double shift processing capacity  of  19,400
hogs,  two  bacon further processing plants located in Salt  Lake
City, Utah and Missoula, Montana, and a ham-boning and processing
plant  in Mexico.  In 2010 Seaboard raised approximately  75%  of
the  hogs  processed at the Guymon plant with the  remaining  hog
requirements purchased primarily under contracts from independent
producers.   This  segment is Seaboard's most  capital  intensive
segment  with  approximately 55% of Seaboard's fixed  assets  and
material amounts of inventories.

Of  Seaboard's businesses, management believes the  Pork  segment
also  has  the greatest exposure to commodity price fluctuations.
As  a result, this segment's operating income and cash flows  can
materially  fluctuate from year to year, significantly  affecting
Seaboard's  consolidated operating income and cash flows.   Sales
prices  are  directly  affected by both  domestic  and  worldwide
supply  and  demand for pork products and other  proteins.   Feed
costs  are the most significant single component of the  cost  of
raising  hogs and can be materially affected by prices  for  corn
and  soybean meal.  In addition, costs can be materially affected
by  market  prices  for  hogs purchased from  third  parties  for
processing  at  the  plant.   As the  Guymon  plant  operates  at
capacity,  to  improve  operating income Seaboard  is  constantly
working  towards improving the efficiencies of the operations  as
well as considering ways to increase margins by expanding product
offerings.

The  Pork segment also produces biodiesel which is sold to  third
parties.   Biodiesel  is  produced from pork  fat  obtained  from
Seaboard's  pork processing plant and from animal  fat  purchased
from  third  parties.   The processing  plant  also  can  produce
biodiesel  from vegetable oil.  This plant was completed  in  the
second   quarter   of  2008.   During  2009  Seaboard   completed
construction  of  and  began operations at a majority-owned  ham-
boning and processing plant in Mexico.

The  Pork  segment  has  an  agreement  with  Triumph  Foods  LLC
(Triumph),  to  market  all  of the  pork  products  produced  at
Triumph's  plant  in  St.  Joseph, Missouri.   The  Pork  segment
markets  the related pork products for a fee primarily  based  on
the number of head processed by Triumph Foods.  This plant has  a
capacity  similar to that of Seaboard's Guymon plant and operates
upon   an   integrated  model  similar  to  that  of  Seaboard's.
Seaboard's sales prices for its pork products are primarily based
on  a margin sharing arrangement that considers the average sales
price  and mix of products sold from both Seaboard's and  Triumph
Food's hog processing plants.

Commodity Trading and Milling Segment

The Commodity Trading and Milling segment, which is managed under
the  name  of  Seaboard  Overseas and  Trading  Group,  primarily
operates  overseas  with  locations  in  Africa,  Bermuda,  South
America, the Caribbean and Europe.  These foreign operations  can
be  significantly  impacted by local crop  production,  political
instability,  local  government policies, economic  and  industry
conditions, and currency fluctuations.  This segment's sales  are
also  significantly  affected by fluctuating  prices  of  various
commodities,  such  as  wheat,  corn,  soybean  meal  and   rice.
Although this segment owns eight ships, the majority of the third
party  trading  business  is  transacted  with  chartered  ships.
Freight  rates,  influenced  by available  charter  capacity  for
worldwide  trade in bulk cargoes, and related fuel  costs  affect
business  volumes  and  margins.  The  milling  businesses,  both
consolidated and non-consolidated affiliates, operate in  foreign
and, in most cases, lesser developed countries.  Subsidized wheat
and  flour exports can create fluctuating market conditions  that
can  have  a  significant impact on both the trading and  milling
businesses' sales and operating income.

 11

The majority of the Commodity Trading and Milling segment's sales
pertain to the commodity trading business.  Grain is sourced from
multiple  origins  and  delivered to third  party  and  affiliate
customers  in various international locations.  The execution  of
these  purchase  and delivery transactions have  long  cycles  of
completion which may extend for several months with a high degree
of   price   volatility.   As  a  result,   these   factors   can
significantly  affect  sales volumes, operating  income,  working
capital and related cash flows from quarter-to-quarter.

Seaboard  invested in several entities during 2010 and  continues
to   seek   opportunities  to  expand  its  trading  and  milling
businesses.

Marine Segment

The Marine segment provides containerized cargo shipping services
primarily from the United States to 26 countries in the Caribbean
Basin,  Central and South America.  As a result, fluctuations  in
economic  conditions  or  unstable political  situations  in  the
regions or countries in which Seaboard operates can affect  trade
volumes and operating profits.  In addition, containerized  cargo
rates  can  fluctuate depending on local supply  and  demand  for
shipping  services.   This segment time-charters  or  leases  the
majority  of  its  ocean cargo vessels and is  thus  affected  by
fluctuations in charter hire rates as well as fuel costs.

Seaboard  continues  to  explore  ways  to  increase  volumes  on
existing routes while seeking opportunities to broaden its  route
structure in the regions it serves.

Sugar Segment

Seaboard's  Sugar segment operates a vertically integrated  sugar
production  facility  in  Argentina.  This  segment's  sales  and
operating   income  are  significantly  affected  by  local   and
worldwide sugar prices.  Yields from the Argentine sugar  harvest
can  have an impact on the local price of sugar.  Also, but to  a
lesser  degree, price fluctuations in the world market can affect
local   sugar  prices  and  export  sales  volumes  and   prices.
Depending  on  local  market conditions, this business  purchases
sugar  from  third  parties for resale.  Over  the  past  several
years,  Seaboard made numerous improvements to this  business  to
increase  the efficiency of its operations and expand  its  sugar
and  alcohol  production capabilities. In the  first  quarter  of
2010,  the  Company began sales of dehydrated alcohol to  certain
oil  companies under an Argentine government bio-ethanol program,
which mandates alcohol to be blended with gasoline.

The  functional  currency of the Sugar segment is  the  Argentine
peso.   The currency exchange rate can have an impact on reported
U.S.   dollar   sales,   operating   income   and   cash   flows.
Historically, the financing needs were relatively high  for  this
operation  as  a result of ongoing expansion of sugar  production
and  construction  of  a  40 megawatt cogeneration  power  plant.
However,  with  the  completion of the cogeneration  power  plant
anticipated  during the second quarter of 2011,  financing  needs
for  this  segment  should  be minimal.   Seaboard  continues  to
explore ways to improve and expand its existing operations  while
considering other alternatives to expand this segment.

Power Segment

Seaboard's  Power  segment  operates  as  an  independent   power
producer in the Dominican Republic (DR) generating power  from  a
system  of diesel engines mounted on two barges having a combined
rated  capacity of approximately 112 megawatts.  As discussed  in
Note  13  to  the Consolidated Financial Statements,  during  the
second  quarter  of  2011, it is anticipated that  Seaboard  will
complete  the sale of the two existing electric power  generating
facilities.   Seaboard is currently in process of constructing  a
replacement power generation facility capable of generating power
from liquid natural gas or diesel fuel which will be mounted on a
single barge and will have a rated capacity of approximately  106
megawatts.  It is anticipated the replacement power facility will
be  placed  in  service  by  the  end  of  2011  or  early  2012.
Development  of the replacement power facility is being  financed
with  a  $114,000,000 financing facility and Seaboard's available
cash or borrowing capacity.  During the past few years, operating
cash   flows   have   fluctuated   from   inconsistent   customer
collections.

The  DR  regulatory body schedules power production based on  the
amount  of funds available to pay for the power produced and  the
relative  costs of the power produced.  Fuel is the largest  cost
component,  but  increases  in fuel prices  generally  have  been
passed  on to customers.  In addition, from time to time Seaboard
pursues   additional  investment  opportunities  in   the   power
industry.

 12

Turkey Segment

On  December  6,  2010,  Seaboard purchased  a  50  percent  non-
controlling  voting  interest in Butterball, LLC  ("Butterball").
Butterball  is  a vertically integrated producer,  processor  and
marketer  of  branded and non-branded turkeys, and  other  turkey
products.   Butterball has seven processing plants  and  numerous
live  production and feed milling operations located in Arkansas,
Colorado, Kansas, Missouri and North Carolina.  Sales prices  are
directly  affected  by  both domestic and  worldwide  supply  and
demand  for turkey products and other proteins.  Feed  costs  are
the  most  significant single component of the  cost  of  raising
turkeys  and  can be materially affected by prices for  corn  and
soybean meal.  The turkey business is seasonal only on the  whole
bird  side  with Thanksgiving and Christmas holidays driving  the
majority  of  those sales.  As part of this investment,  Seaboard
provided   financing   to  Butterball  of   $100.0   million   in
subordinated debt with detachable warrants.  See Note  4  to  the
Consolidated Financial Statements for further discussion.

LIQUIDITY AND CAPITAL RESOURCES

Summary of Sources and Uses of Cash

Cash and short-term investments as of December 31, 2010 decreased
$95.9 million from December 31, 2009.  The decrease was primarily
the  result of investing $177.5 million for a 50% non-controlling
voting  interest  in  Butterball plus  $100.0  million  financing
provided  to Butterball in subordinated debt.  Also during  2010,
cash  was  used  for  capital  expenditures  of  $103.3  million,
investments   in   four  new  non-consolidated   affiliates   and
acquisitions of a business of $33.3 million, as discussed  below,
repurchases  of common stock in the amount of $30.0  million  and
dividends  paid  of  $11.0  million.   Partially  offsetting  the
decrease  was  cash generated by operating activities  of  $339.8
million.  Cash from operating activities for 2010 increased $93.5
million  compared to 2009, primarily as a result  of  higher  net
earnings  in 2010 compared to 2009, partially offset by  a  prior
year increase in net working capital that did not repeat in 2010.

Cash and short-term investments as of December 31, 2009 increased
$95.9  million  from  December 31, 2008.  The  increase  was  the
result  of  cash  generated  by operating  activities  of  $246.4
million, $16.8 million received from a gain on a disputed sale as
discussed in Note 11 to the Consolidated Financial Statements and
$15.0 million received for the potential sale of power barges, as
discussed  in  Note 13 to the Consolidated Financial  Statements.
During  2009,  cash  was used to reduce notes  payable  by  $95.1
million,  to  reduce  long-term debt by  $46.9  million  and  for
capital  expenditures  of  $54.3 million.   Cash  from  operating
activities  for 2009 increased $135.1 million compared  to  2008,
primarily  as a result of decreases in working capital  items  of
accounts  receivable and inventory in 2009 compared to  increases
in  2008, partially offset by lower net earnings in 2009 compared
to 2008.

Capital Expenditures, Acquisitions and Other Investing Activities

During 2010, Seaboard invested $103.3 million in property,  plant
and  equipment, of which $9.6 million was expended  in  the  Pork
segment,  $28.4 million in the Marine segment, $30.6  million  in
the  Sugar segment, $31.7 million in the Power segment  and  $3.0
million  in the remaining businesses.  For the Pork segment,  the
expenditures   were  primarily  for  improvements   to   existing
facilities and related equipment.  For the Marine segment,  $23.5
million  was  spent  to  purchase  cargo  carrying  and  handling
equipment.   In the Sugar segment, the capital expenditures  were
primarily  used for construction of the cogeneration power  plant
with  the  remaining capital expenditures for normal upgrades  to
existing  operations.  For the Power segment,  expenditures  were
primarily  used  for  the construction of a  106  megawatt  power
generation facility for use in the Dominican Republic.  The total
cost  of  this  project  is estimated to be approximately  $125.0
million.  Operations are anticipated to begin by the end of  2011
or  early 2012.  All other capital expenditures were primarily of
a  normal recurring nature and primarily included replacement  of
machinery and equipment, and general facility modernizations  and
upgrades.

The  total  2011  capital expenditures budget is $211.2  million.
The  Pork  segment  plans to spend $33.5  million  primarily  for
additional  finishing barns and, to a lesser degree, improvements
to existing facilities and related equipment.  The Marine segment
has  budgeted  to  spend $51.4 million primarily  for  additional
cargo  carrying  and  handling  equipment  and  port  development
projects.  In addition, management will be evaluating whether  to
purchase  additional containerized cargo vessels for  the  Marine
segment  and  dry  bulk  vessels for the  Commodity  Trading  and
Milling  segment during 2011.  The Sugar segment plans  to  spend
$18.3 million, including $2.1 million for the completion of a  40
megawatt cogeneration power plant, with the remaining amount  for
normal  upgrades to existing operations.  The cogeneration  power
plant  is  expected to be operational by the end  of  the  second
quarter of 2011 at a total completed cost of approximately  $50.0
million.   The  Power  segment  plans  to  spend  $87.4   million
primarily  for the new power barge being constructed as discussed
above.   The balance of $20.6 million is planned to be  spent  in

 13

all  other  businesses.  Management anticipates paying for  these
capital  expenditures from available cash, the use  of  available
short-term   investments   or  Seaboard's   available   borrowing
capacity.   As  of December 31, 2010 Seaboard had commitments  of
$100.4  million  to  spend  on  construction  projects,  purchase
equipment, and make facility improvements.

During  2009  Seaboard invested $54.3 million in property,  plant
and  equipment, of which $15.2 million was expended in  the  Pork
segment,  $14.7 million in the Marine segment, $21.6  million  in
the  Sugar  segment and $2.8 million in the remaining businesses.
For  the  Pork  segment,  the  expenditures  were  primarily  for
improvements to existing hog facilities, upgrades to  the  Guymon
pork  processing  plant and construction of  the  ham-boning  and
processing plant in Mexico.  The ham-boning and processing  plant
was  completed  in the second quarter of 2009.   For  the  Marine
segment,  $10.3 million was spent to purchase cargo carrying  and
handling equipment.  In the Sugar segment, $13.8 million was used
for   development  of  the  cogeneration  power  plant  with  the
remaining capital expenditures primarily being used for expansion
of  cane growing operations. All other capital expenditures  were
primarily  of  a  normal recurring nature and primarily  included
replacement  of  machinery and equipment,  and  general  facility
modernizations and upgrades.

During  2008 Seaboard invested $134.6 million in property,  plant
and  equipment, of which $52.6 million was expended in  the  Pork
segment,  $46.3 million in the Marine segment, $31.0  million  in
the  Sugar  segment and $4.7 million in the remaining businesses.
For  the  Pork  segment,  $12.8 million  was  spent  constructing
additional  hog finishing space, $9.3 million was  spent  on  the
construction of a biodiesel plant and $8.2 million was  spent  on
the  ham-boning  and processing plant.  For the  Marine  segment,
$36.5  million was spent to purchase cargo carrying and  handling
equipment.   In  the Sugar segment, $10.4 million  was  used  for
development  of the cogeneration power plant with  the  remaining
capital  expenditures  being  used  primarily  for  expansion  of
alcohol  distillery  operations and  expansion  of  cane  growing
operations.  All other capital expenditures were primarily  of  a
normal  recurring  nature and primarily included  replacement  of
machinery and equipment, and general facility modernizations  and
upgrades.

On  December  6,  2010,  Seaboard  acquired  a  50  percent  non-
controlling  voting interest in Butterball for  a  cash  purchase
price  of  $177.5  million.  In connection with this  investment,
Seaboard  provided to Butterball $100.0 million  of  subordinated
financing.    See Note 4 to the Consolidated Financial Statements
for further discussion of this transaction.

During  the fourth quarter of 2010, Seaboard acquired a 25%  non-
controlling interest in a commodity trading business in Australia
for  $5.0  million.   Also  during the fourth  quarter  of  2010,
Seaboard  invested  $10.5  million in a  newly  combined  poultry
business in Africa for a 50% non-controlling interest.

During  the  third quarter of 2010, Seaboard acquired a  majority
interest  in  a  commodity origination,  storage  and  processing
business  in  Canada for approximately $6.7 million,  subject  to
final  working capital adjustments.  The assets acquired included
cash  of  $1.2 million.  Also during the third quarter  of  2010,
Seaboard finalized an agreement to invest in a bakery to be built
in  Central  Africa for a 50% non-controlling  interest  in  this
business.    As of December 31, 2010, Seaboard had invested $10.1
million in this project.  The total project cost is estimated  to
be $58.0 million but Seaboard's total investment has not yet been
determined   pending  finalization  of  third   party   financing
alternatives  for a portion of the project.  The  bakery  is  not
anticipated  to  be fully operational until the  second  half  of
2011.

In  late  March  2010,  Seaboard acquired a  50%  non-controlling
interest  in an international commodity trading business  located
in North Carolina for approximately $7.7 million.

See  Note 4 to the Consolidated Financial Statements for  further
discussion of these non-controlling interest investments made  in
2010.

During  2010,  Seaboard  agreed  to  invest  in  various  limited
partnerships  as  a  limited partner that are expected  to  allow
Seaboard to obtain certain low income housing tax credits over  a
period  of  approximately  ten years.  The  total  commitment  is
approximately $17.5 million and the majority of the investment is
expected to be made during late 2011 and 2012.

On  March  2,  2009,  an agreement became effective  under  which
Seaboard  will  sell its two power generating facilities  in  the
Dominican  Republic for $70.0 million.  During March 2009,  $15.0
million was paid to Seaboard and the $55.0 million balance of the
purchase  price was paid into escrow and will be paid to Seaboard
at  the  closing of the sale

 14

anticipated to be during the  second quarter.   See   Note 13  to
the Consolidated Financial  Statements for further discussion.

Financing Activities, Debt and Related Covenants

The  following table represents a summary of Seaboard's available
borrowing  capacity  as of December 31, 2010.   At  December  31,
2010,  there  were no borrowings outstanding under the  committed
lines  of  credit and borrowings under the uncommitted  lines  of
credit   totaled   $33.7   million,  all   related   to   foreign
subsidiaries.   Letters  of credit reduced  Seaboard's  borrowing
capacity  under  its committed and uncommitted  credit  lines  by
$42.6   million   and   $8.1  million,  respectively,   primarily
representing $26.4 million for Seaboard's outstanding  Industrial
Development Revenue Bonds and $20.2 million related to  insurance
coverage.   Also included in notes payable at December  31,  2010
was a term note of $45.0 million denominated in U.S. dollars.

                                                       Total amount
(Thousands of dollars)                                  available

Long-term credit facilities - committed                   $300,000

Short-term uncommitted demand notes                        164,479

Uncommitted term note                                       45,000

Total borrowing capacity                                   509,479

Amounts drawn against lines                                (33,729)

Uncommitted term note                                      (45,000)

Letters of credit reducing borrowing availability          (50,714)

Available borrowing capacity at December 31, 2010         $380,036

On  September 17, 2010, Seaboard entered into a credit  agreement
for $114.0 million at a fixed rate of 5.34% for the financing  of
the  construction  of  a replacement power  generation  facility,
which  will operate in the Dominican Republic as discussed above.
This  credit  facility  has a term of ten years  commencing  upon
achievement  of  commercial operation which is expected  to  take
place  prior to April 24, 2012.  The credit facility will  mature
no  later  than  April  24,  2022 and is  secured  by  the  power
generating  facility.  At December 31, 2010,  $16.4  million  had
been borrowed from this credit facility.

Seaboard  has capacity under existing loan covenants to undertake
additional debt financings of approximately $1,681.7 million.  As
of  December  31,  2010,  Seaboard  is  in  compliance  with  all
restrictive covenants related to these loans and facilities.  See
Note 8 to the Consolidated Financial Statements for a summary  of
the  material  terms  of Seaboard's credit facilities,  including
financial ratios and covenants.

Scheduled  long-term  debt maturities  are  $1.7  million,  $34.2
million  and  $2.2  million over the next  three  years.   As  of
December  31, 2010, Seaboard has cash and short-term  investments
of $373.3 million, total working capital of $847.2 million and  a
$300.0  million  line  of  credit  maturing  on  July  10,  2013.
Accordingly,   management  believes  Seaboard's  combination   of
internally  generated  cash,  liquidity,  capital  resources  and
borrowing   capabilities  will  be  adequate  for  its   existing
operations  and  any  currently  known  plans  for  expansion  of
existing  operations or business segments for  2011.   Management
does,  however,  periodically  review  various  alternatives  for
future  financing  to  provide additional  liquidity  for  future
operating   plans.    Management  intends  to  continue   seeking
opportunities  for expansion in the industries in which  Seaboard
operates,   utilizing  existing  liquidity,  available  borrowing
capacity and other financing alternatives.

In  December 2010, Seaboard declared and paid a dividend of $6.75
per  share  on  the common stock.  The increased  amount  of  the
dividend  (which  has  historically been $0.75  per  share  on  a
quarterly   basis  or  $3.00  per  share  on  an  annual   basis)
represented  payment  of the regular fourth quarter  dividend  of
$0.75  per  share and a prepayment of the annual  2011  and  2012
dividends  ($3.00 per share per year).  Seaboard does not  intend
to declare any further dividends for the years 2011 and 2012.

On November 6, 2009, the Board of Directors authorized up to $100
million  for a new share repurchase program.  The previous  share
repurchase program approved by the Board of Directors  on  August
7,  2007,  ended  on  August 31, 2009.   Seaboard  used  cash  to
repurchase  20,879 shares of common stock at  a  total  price  of
$30.0  million in 2010,

 15

3,668 shares of common stock at  a total price of $3.4 million in
2009 and 3,852 shares of common stock at a  total  price  of $5.0
million in 2008.  See  Note  12  to  the Consolidated   Financial
Statements for further discussion.

Contractual Obligations and Off-Balance-Sheet Arrangements

The  following table provides a summary of Seaboard's contractual
cash obligations as of December 31, 2010.

                                                 Payments due by period
                                             Less than   1-3     3-5  More than
(Thousands of dollars)                Total   1  year   years   years   5 years

Vessel time and voyage-charter
 commitments                      $  220,889 $ 68,911 $ 59,664 $23,569 $ 68,745

Contract grower finishing
 agreements                           73,993   11,473   20,082  17,661   24,777

Other operating lease payments       273,097   17,572   29,444  25,894  200,187

Total lease obligations              567,979   97,956  109,190  67,124  293,709

Long-term debt                        93,104    1,697   36,373  11,223   43,811

Short-term notes payable              78,729   78,729        -       -        -

Other purchase commitments           782,153  689,818   86,970   5,170      195

Total contractual cash
 obligations and commitments      $1,521,965 $868,200 $232,533 $83,517 $337,715

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  To support the operations of the Pork
segment,  Seaboard  has contract grower finishing  agreements  in
place  with  farmers  to  raise  a portion  of  Seaboard's  hogs.
Seaboard  has  entered  into grain and feed  ingredient  purchase
contracts to support the live hog operations of the Pork  segment
and has contracted for the purchase of additional hogs from third
parties.   The Commodity Trading and Milling segment enters  into
commodity   purchase  contracts  and  ocean  freight   contracts,
primarily  to  support sales commitments.  Seaboard  also  leases
various  facilities  and equipment under noncancelable  operating
lease  agreements.   See  Note 11 to the  Consolidated  Financial
Statements  for  a  further discussion and for  a  more  detailed
listing of other purchase commitments.

Seaboard  has also issued $1.4 million of guarantees  to  support
certain  activities  of  non-consolidated  affiliates  and  third
parties  who provide services for Seaboard.  See Note 11  to  the
Consolidated Financial Statements for a detailed discussion.

RESULTS OF OPERATIONS

Net  sales for the years ended December 31, 2010, 2009  and  2008
were  $4,385.7  million, $3,601.3 million and  $4,267.8  million,
respectively.   The  increase  in net  sales  in  2010  primarily
reflected an increase in sale prices for pork products, increased
commodities  trading  volumes and higher cargo  volumes  for  the
Marine  segment.  The decrease in net sales in 2009 was primarily
the  result  of  price  decreases for  commodities  sold  by  the
commodity  trading business, lower cargo volumes for  the  Marine
segment  and, to a lesser extent, a decrease in sales prices  for
pork products.  Partially offsetting the decreases were increased
commodities trading volumes to non-consolidated affiliates.

Operating income for the years ended December 31, 2010, 2009  and
2008  were  $321.1  million, $23.7 million  and  $121.8  million,
respectively.  The 2010 increase primarily reflected higher  Pork
segment  margins and, to a lesser extent, increased  margins  for
the Sugar segment and the Marine segment as discussed below.  The
2009   decrease  compared  to  2008  primarily  reflected   lower
commodity trading and Marine segment margins and a $32.6  million
fluctuation  of marking to market Commodity Trading  and  Milling
derivative  contracts,  respectively, as  discussed  below.   The
decrease  was partially offset by higher margins on pork products
sold primarily from lower feed costs.

 16

Pork Segment

(Dollars in millions)              2010         2009        2008

Net sales                       $ 1,388.3    $ 1,065.3   $ 1,126.0
Operating income (loss)         $   213.3    $   (15.0)  $   (45.9)

Net  sales of the Pork segment increased $323.0 million  for  the
year  ended  December 31, 2010 compared to  2009.   The  increase
primarily reflected an increase in overall sales prices for  pork
products.

Operating  income  increased $228.3 million for  the  year  ended
December 31, 2010 compared with 2009.  The increase was primarily
a result of higher sales prices, partially offset by higher costs
for hogs purchased from third parties.

Management  is  unable to predict future market prices  for  pork
products  or  the  cost  of feed and hogs  purchased  from  third
parties.   Recent increases in corn prices, the primary  cost  of
feed,  could result in higher overall live production  costs  for
2011.  Management anticipates positive operating income for  2011
although  at lower levels than 2010.  As discussed in Note  5  to
the  Consolidated  Financial Statements, there is  a  possibility
that  some  amount  of the ham-boning plant in  Mexico  could  be
deemed impaired during some future period including fiscal  2011,
which  may  result in a charge to earnings if current projections
are not met.

Net  sales  of the Pork segment decreased $60.7 million  for  the
year ended December 31, 2009 compared to 2008.  The decrease  was
primarily  the result of a decrease in overall sales  prices  for
pork  products,  partially  offset  by  higher  volumes  of  pork
products  sold for export.  Increased volumes were made  possible
by the expansion in daily capacity at the Guymon processing plant
during  the  first quarter of 2008.  The lower sales  prices  for
pork products appear to be the result of an excess supply of pork
products in the domestic market, the world economic challenges as
well as the impacts of H1N1 flu related concerns.  In April 2009,
reports  of  a  new  flu strain believed to originate  in  Mexico
rapidly  received wide-spread public attention.  In  response  to
initial  reports referring to this strain as "swine flu", certain
countries  banned  U.S. pork exports and  this  segment  noted  a
decrease in overall market prices for its pork products.  By year-
end, several foreign markets lifted their bans on imports of U.S.
pork products and prices began to improve slightly.

Operating  loss  decreased  $30.9  million  for  the  year  ended
December  31,  2009  compared with  2008.   The  improvement  was
primarily  a  result of cost decreases more than  offsetting  the
sales  price  decreases  discussed  above.   The  cost  decreases
primarily  were  related  to lower feed costs  (principally  from
lower  corn  prices),  the impact of using the  LIFO  method  for
determining  certain inventory costs, and lower  costs  of  third
party hogs.  LIFO increased operating results by $17.9 million in
2009 compared to a decrease of $17.2 million in 2008 primarily as
a  result of lower costs to purchase corn and soybean meal during
2009.   Also, in 2008 Seaboard incurred an impairment  charge  of
$7.0 million.

Commodity Trading and Milling Segment

(Dollars in millions)                  2010        2009        2008

Net sales                          $  1,808.9  $  1,531.6  $  1,897.4
Operating income as reported       $     34.4  $     24.8  $     96.5
  Less mark-to-market adjustments        17.2        14.5       (18.1)
     Operating income excluding
     mark-to-market adjustments    $     51.6  $     39.3  $     78.4
Income from affiliates             $     21.0  $     19.1  $     12.6

Net  sales of the Commodity Trading and Milling segment increased
$277.3  million for the year ended December 31, 2010 compared  to
2009.   The increase is primarily the result of increased volumes
of  commodities sold to third parties, principally corn,  soybean
meal and soybeans, and, to a lesser extent, increased prices  for
wheat  and  corn  during the fourth quarter of  2010.   Partially
offsetting  this  increase was a decrease  in  commodity  trading
volumes  to non-consolidated affiliates.  As worldwide  commodity
price  fluctuations cannot be predicted, management is unable  to
predict the level of future sales.

Operating  income  increased $9.6 million for  2010  compared  to
2009.   The  increase primarily reflects the write-down  of  $8.8
million in the first quarter of 2009 of certain grain inventories
for  customer  contract performance issues and related  lower  of
cost or market adjustments, as discussed further in Note 3 to the
Consolidated  Financial Statements.

 17

Also, the increase  reflects the  $2.7  million  fluctuation   of
marking to market the derivative contracts, as discussed below.

Due  to  the uncertain political and economic conditions  in  the
countries  in which Seaboard operates and the current  volatility
in  the commodity markets, management is unable to predict future
sales  and  operating  results.  However, management  anticipates
positive operating income for this segment in 2011, excluding the
potential effects of marking to market derivative contracts.

If  Seaboard  had  not applied mark-to-market accounting  to  its
derivative instruments, operating income for this segment in 2010
and  2009  would  have  been higher by $17.2  million  and  $14.5
million,  respectively and 2008 would have been  lower  by  $18.1
million.   While  management believes its commodity  futures  and
options  and  foreign exchange contracts are  primarily  economic
hedges  of  its firm purchase and sales contracts or  anticipated
sales  contracts, Seaboard does not perform the extensive record-
keeping  required to account for these types of  transactions  as
hedges  for accounting purposes.  Accordingly, while the  changes
in value of the derivative instruments were marked to market, the
changes in value of the firm purchase or sale contracts were not.
As  products are delivered to customers, these existing  mark-to-
market adjustments should be primarily offset by realized margins
or losses as revenue is recognized and thus, these mark-to-market
adjustments  should reverse in fiscal 2011.  Management  believes
eliminating  these  adjustments, as noted  in  the  table  above,
provides  a more reasonable presentation to compare and  evaluate
period-to-period financial results for this segment.

Income  from  affiliates  for the year ended  December  31,  2010
increased  $1.9  million  from 2009  primarily  as  a  result  of
favorable market conditions for certain affiliates.  Based on the
uncertainty  of  local political and economic situations  in  the
countries  in  which the flour and feed mills and  other  related
businesses operate, management cannot predict future results.

Net  sales of the Commodity Trading and Milling segment decreased
$365.8  million for the year ended December 31, 2009 compared  to
2008.   The  decrease was primarily the result of price decreases
for   commodities   sold  by  the  commodity  trading   business,
especially  for  wheat, partially offset by  increased  commodity
trading volumes to non-consolidated affiliates.

Operating  income  decreased $71.7 million for 2009  compared  to
2008.   The  decrease primarily reflected certain long  inventory
positions,  especially  wheat, taken by Seaboard  which  provided
higher  than average commodity trading margins during  the  first
six   months   of   2008  as  the  price  of  these   commodities
significantly increased to historic highs at the time of sale  in
2008.   In  addition,  the  decrease  includes  a  $32.6  million
fluctuation  of  marking  to market the derivative  contracts  as
discussed  below.  Operating income was also impacted by  certain
grain inventory related write-downs in 2009 and 2008 as discussed
in Note 3 to the Consolidated Financial Statements.

Income  from  affiliates  for the year ended  December  31,  2009
increased  $6.5  million  from 2008  primarily  as  a  result  of
favorable market conditions for certain affiliates.  The increase
was  also  the  result of one of the entities  discontinuing  its
operations  by selling its trade name and certain  assets  to  an
entity in exchange for a minority ownership in such entity and  a
separate  sale of land and building to a third party.  Seaboard's
proportionate   share   of  these  two  transactions   represents
approximately  $2.3  million of the income  from  affiliates  for
2009.   See  Note 4 to the Consolidated Financial Statements  for
further discussion.

Marine Segment

(Dollars in millions)              2010       2009       2008

Net sales                       $  853.6   $  737.6   $  958.0
Operating income                $   47.6   $   24.1   $   62.4

Net  sales of the Marine segment increased $116.0 million for the
year  ended  December 31, 2010, compared to 2009 primarily  as  a
result of higher cargo volumes in most markets served during 2010
as  economic  activity  increased.   The  growth  in  volume  was
partially  offset by overall lower cargo rates in 2010  as  cargo
rates  in  the first quarter of 2009 had just started to  decline
from the impacts of the slow economic conditions and continued to
decline  for  most of 2009.  Overall, cargo rates  have  remained
fairly  constant  during 2010 but increased slightly  during  the
second half of 2010 compared to the same period in 2009.

 18

Operating  income  increased by $23.5 million compared  to  2009.
The  increase  was  primarily the result of  cost  decreases  for
charterhire and, to a lesser extent, certain terminal  and  other
operating   costs  on  a  per  unit  shipped  basis.    Partially
offsetting  the  increase were lower cargo  rates,  as  discussed
above,  and higher fuel costs for vessels and increased  trucking
costs  on  a  per unit shipped basis.  Management cannot  predict
changes in future cargo volumes and cargo rates or to what extent
changes in economic conditions in markets served will affect  net
sales  or  operating  income  during  2011,  however,  management
anticipates positive operating income for this segment in 2011.

Net  sales of the Marine segment decreased $220.4 million for the
year  ended  December 31, 2009, compared to 2008 primarily  as  a
result  of  economic declines in most markets served by  Seaboard
resulting  in lower cargo volumes and, to a lesser extent,  lower
cargo rates especially during the last half of 2009.

Operating  income  decreased by $38.3 million compared  to  2008.
The  decrease  was  primarily  the  result  of  lower  rates,  as
discussed  above,  not  being offset by comparable  decreases  in
certain  costs,  such  as port costs and  stevedoring.   However,
significant  decreases  did  occur  related  to  fuel  costs  for
vessels, charterhire and trucking expenses on a per unit  shipped
basis.

Sugar Segment

(Dollars in millions)                2010       2009       2008

Net sales                         $  196.0   $  143.0   $  142.1
Operating income (loss)           $   31.7   $   (0.9)  $    3.7
Income from affiliates            $    1.0   $    1.0   $    0.5

Net  sales of the Sugar segment increased $53.0 million  for  the
year  ended  December 31, 2010 compared to  2009.   The  increase
primarily  reflects increased domestic sugar and  alcohol  prices
and,  to  a  lesser extent, increased alcohol volumes,  partially
offset  by  lower  sugar volumes produced and sold.   During  the
first quarter of 2010, Seaboard began sales of dehydrated alcohol
under the Argentine government bio-ethanol program which requires
alcohol  to  be  blended  with gasoline.  Argentine  governmental
authorities continue to attempt to control inflation by  limiting
the  price  increases of basic commodities and  related  exports,
including  certain  sugar  products  produced  by  this  segment.
Accordingly,  management cannot predict sugar  prices  for  2011.
Management anticipates the cogeneration power plant, discussed in
capital  expenditures  above, will begin  operations  during  the
second quarter of 2011.

Operating income increased $32.6 million during 2010 compared  to
2009.  The increase primarily represents higher margins from  the
increase  in alcohol and sugar prices discussed above and,  to  a
lesser  extent,  increased  alcohol volumes.   In  addition,  the
increase  reflected  a $5.3 million charge to  earnings  in  2009
related  to the write-down of citrus inventories, the integration
and  transformation of land previously used for citrus production
into sugar cane production and related costs as discussed in Note
13  to  the Consolidated Financial Statements which did not occur
in  2010.   Management anticipates positive operating income  for
this segment in 2011.

Net  sales  of the Sugar segment increased $0.9 million  for  the
year  ended December 31, 2009 compared to 2008.  The increase  is
primarily  the result of increased volumes produced and  sold  in
the  export  markets  partially offset by  lower  domestic  sugar
prices  and the elimination of the citrus operations.   Argentine
governmental authorities continue to attempt to control inflation
by limiting the price of basic commodities, including sugar.

Operating  income decreased $4.6 million during 2009 compared  to
2008 primarily as a result of lower margins on alcohol sales from
lower  sales prices and lower margins from the citrus operations.
Although  the  citrus operations had negative margins  for  2008,
during  2009  the negative margins were slightly higher  as  this
segment  recorded  a $5.3 million charge to earnings  during  the
first  and  second quarters of 2009 related to the write-down  of
citrus  inventories, the integration and transformation  of  land
previously  used for citrus production into sugar cane production
and  related  costs as discussed in Note 13 to  the  Consolidated
Financial Statements.  The decrease also reflects higher  selling
and administrative costs in 2009.

 19


Power Segment

(Dollars in millions)              2010       2009       2008

Net sales                       $  124.0   $  107.1   $  129.4
Operating income                $   13.4   $    8.2   $    7.8

Net  sales of the Power segment increased $16.9 million for  2010
compared  to  2009  primarily reflecting higher rates,  partially
offset  by  lower  production  levels.   The  higher  rates  were
attributable  primarily  to higher fuel  costs,  a  component  of
pricing,  especially during the first half of  2010.    Operating
income  increased  $5.2  million during  2010  compared  to  2009
primarily  as a result of higher rates being in excess of  higher
fuel  costs, partially offset by lower production levels.   There
was  no  depreciation  expense in  2010  related  to  the  assets
classified as held for sale although this was principally  offset
by increases in certain other production costs.

See   Note  13  to  the  Consolidated  Financial  Statements  for
discussion  of  the pending sale of the two existing  barges  and
construction  of  a  new replacement power  generating  facility.
Upon  finalization  of  the sale, which is anticipated  to  occur
during  the second quarter of 2011, a gain on sale of  assets  of
approximately  $50.0  million will  be  recognized  in  operating
income.   As  a  result of these transactions,  after  the  first
quarter,  sales will be significantly lower for the remainder  of
2011  as a result of the limited operations during the period  of
time  between  the sale of the existing barges is completed,  and
the start-up of the new barge, anticipated by the end of 2011  or
early  2012.  Management cannot predict future fuel costs or  the
extent  to  which rates will fluctuate compared  to  fuel  costs,
although  management  anticipates positive operating  income  for
this  segment  in 2011.  However, after the first half  of  2011,
operating  income will be lower than 2010 as a  result  of  lower
sales discussed above.

Net  sales for the Power segment decreased $22.3 million for 2009
compared  to  2008 primarily reflecting lower rates.   The  lower
rates  were  attributable  primarily  to  lower  fuel  costs,   a
component  of  pricing.  Operating income increased $0.4  million
during  2009  compared to 2008 primarily as  a  result  of  lower
production costs partially offset by higher administrative costs.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses for the  year
ended  December 31, 2010 increased by $11.0 million over 2009  to
$204.9  million.   This increase was primarily due  to  increased
personnel costs in most segments and, to a lesser extent, project
development  costs including the Butterball transaction.    As  a
percentage of revenues, SG&A decreased to 4.7% for 2010  compared
to  5.4% for 2009 primarily as a result of increased sales in the
Pork and Commodity Trading and Milling segments.

SG&A  expenses for the year ended December 31, 2009 increased  by
$18.0  million  over 2008 to $193.9 million.  This  increase  was
primarily  due to increased personnel costs, including  increased
costs  of $13.9 million, included in Corporate expenses,  related
to Seaboard's deferred compensation programs (which are offset by
the  effect of the mark-to-market investments recorded  in  other
investment   income  discussed  below).    As  a  percentage   of
revenues,  SG&A increased to 5.4% for 2009 compared to  4.1%  for
2008  primarily as a result of decreased sales in  the  Commodity
Trading and Milling and Marine segments.

Interest Expense

Interest  expense totaled $5.6 million, $13.2 million  and  $15.4
million  for  the years ended December 31, 2010, 2009  and  2008,
respectively.   Interest expense decreased for 2010  compared  to
2009,  primarily as a result of a lower average  level  of  total
borrowings outstanding during 2010 and, to a lesser extent, lower
average  interest  rates on total borrowings  outstanding  during
2010.   In addition, interest expense decreased for 2010 compared
to 2009 as a result of more capitalized interest in 2010 compared
to  2009.  Interest expense capitalized in 2010 was $3.4  million
compared to $0.7 million in 2009, Interest expense decreased  for
2009  compared to 2008, primarily as a result of a lower  average
level  of  total  borrowings outstanding  during  2009  partially
offset  by higher average interest rates on short-term borrowings
outstanding.

Interest Income

Interest  income totaled $12.6 million, $17.3 million  and  $14.9
million  for  the years ended December 31, 2010, 2009  and  2008,
respectively.   The decrease for 2010 primarily  reflected  lower
average  interest rate on funds invested.  The increase for  2009
primarily reflected an increase in average funds invested.

 20

Other Investment Income, Net

Other investment income, net totaled $14.1 million, $15.5 million
and  $7.5 million for the years ended December 31, 2010, 2009 and
2008,  respectively.  Other investment income for 2010  primarily
reflected  realized  gains  on  short-term  investments  of  $6.6
million,  a gain of $4.2 million in the mark-to-market  value  of
Seaboard's  investments  related  to  the  deferred  compensation
programs and $2.2 million in syndication fees recognized from the
Butterball transaction as discussed in Note 4 to the Consolidated
Financial Statements.  Other investment income for 2009 primarily
reflected income of $6.0 million in the Power segment related  to
the  settlement  of  a receivable, not directly  related  to  its
business  and purchased at a discount, gains of $4.3  million  in
the mark-to-market value of Seaboard's investments related to the
deferred compensation programs and gains of $2.8 million on  debt
trading securities.

Foreign Currency Gains (Losses)

Foreign  currency  gains  (losses)  totaled  $1.3  million,  $2.4
million  and  $(19.7) million for the years  ended  December  31,
2010,  2009  and  2008, respectively.  The fluctuation  for  2009
compared to 2008 primarily related to the unusually high currency
losses  incurred  during the fourth quarter  of  2008,  as  noted
below,  from the global liquidity crisis occurring at  that  time
which  did  not occur during 2009.   In addition, the  2008  loss
includes  currency losses related to the yen based  borrowing  by
the Sugar segment, principally during the fourth quarter of 2008.
A  significant  portion of this currency loss  was  offset  by  a
currency  gain  on the underlying debt, which was recorded  in  a
cumulative  translation  adjustment  account  in  equity  as   of
December 31, 2008.

Although   Seaboard  does  not  utilize  hedge  accounting,   the
commodity trading business does utilize foreign currency exchange
contracts  to  manage its risks and exposure to foreign  currency
fluctuations primarily related to the South African Rand and  the
Euro  Zone  euro.   Management believes these gains  and  losses,
including  the mark-to-market effects, of these foreign  currency
contracts  relate  to the underlying commodity  transactions  and
classifies  such  gains and losses in cost of  sales.    Seaboard
operates  in  many  developing  countries.   The  political   and
economic conditions of these markets, along with fluctuations  in
the  value  of  the  U.S.  dollar, cause volatility  in  currency
exchange  rates  which  exposes Seaboard to  fluctuating  foreign
currency gains and losses which cannot be predicted by Seaboard.

Gain on Disputed Sale, Net

In  July 2009, Seaboard Corporation, and affiliated companies  in
its  Commodity  Trading and Milling segment, resolved  a  dispute
with  a  third  party related to a 2005 transaction  in  which  a
portion  of  its  trading operations was sold to a  firm  located
abroad.  As  a  result of this action, Seaboard Overseas  Limited
received $16.8 million, net of expenses, in the third quarter  of
2009.  There was no tax expense on this transaction.

Miscellaneous, Net

Miscellaneous, net totaled $(0.4) million, $6.5 million and  $2.5
million  for  the years ended December 31, 2010, 2009  and  2008,
respectively.  For 2010, miscellaneous, net included  a  loss  of
$1.3  million  on  interest rate exchange agreements.  For  2009,
miscellaneous, net included a $5.3 million gain on interest  rate
exchange agreements.

Income Tax Expense

The  change to income tax expense in 2010 from income tax benefit
in  2009  is the result of domestic earnings during 2010 compared
to  domestic  losses  in 2009.  The effective  tax  benefit  rate
decreased  for  2009  compared  to  2008  primarily  from   lower
permanently deferred foreign earnings and lower domestic  taxable
loss.

OTHER FINANCIAL INFORMATION

Seaboard  is  subject  to various federal and  state  regulations
regarding environmental protection and land and water use.  Among
other  things, these regulations affect the disposal of livestock
waste  and  corporate  farming matters  in  general.   Management
believes it is in compliance, in all material respects, with  all
such  regulations.   Laws and regulations  in  the  states  where
Seaboard  conducts  its pork operations are restrictive.   Future
changes   in  environmental  or  corporate  farming  laws   could
adversely  affect  the  manner  in which  Seaboard  operates  its
business and its cost structure.

Management  does not believe its businesses have been  materially
adversely affected by inflation.

 21

CRITICAL ACCOUNTING ESTIMATES

The  preparation  of  the  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United   States   requires  management  to  make  estimates   and
assumptions  that  affect  the reported  amounts  of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities at the date of the consolidated financial  statements
and  the  reported  amounts of revenue and  expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.   Management has identified the  accounting  estimates
believed  to be the most important to the portrayal of Seaboard's
financial  condition and results, and which require  management's
most  difficult,  subjective or complex  judgments,  often  as  a
result  of the need to make estimates about the effect of matters
that  are  inherently uncertain.  Management has  reviewed  these
critical  accounting estimates with the Audit  Committee  of  the
Board of Directors.  These critical accounting estimates include:

Allowance  for  Doubtful  Accounts - Seaboard  primarily  uses  a
specific  identification approach, in management's best judgment,
to   evaluate   the  adequacy  of  this  reserve  for   estimated
uncollectible  receivables as of the consolidated  balance  sheet
date.   Changes  in estimates, developing trends  and  other  new
information  can  have a material effect on  future  evaluations.
Furthermore,  Seaboard's total current and long-term  receivables
are  heavily weighted toward foreign receivables ($258.6  million
or 53.6% at December 31, 2010), including foreign receivables due
from  affiliates  ($75.4  million at December  31,  2010),  which
generally  represent more of a collection risk than its  domestic
receivables.   Receivables  due  from  affiliates  are  generally
associated  with entities located in foreign countries considered
underdeveloped,   as  discussed  below,  which   can   experience
conditions causing sudden changes to their ability to repay  such
receivables on a timely basis or in full.  For the Power segment,
which   operates  in  the  Dominican  Republic  (DR),  collection
patterns  have  been  sporadic  and  are  sometimes  based   upon
negotiated  settlements  for past due  receivables  resulting  in
material  revisions to the allowance for doubtful  accounts  from
year  to year.  Future collections of receivables or lack thereof
could result in a material charge or credit to earnings depending
on  the ultimate resolution of each individual customer past  due
receivable.   Bad debt expense for the years ended  December  31,
2010,  2009  and  2008 was $2.8 million, $2.1  million  and  $0.8
million, respectively.

Valuation  of Inventories - Inventories are generally  valued  at
the  lower  of cost or market.  In determining market, management
makes  assumptions regarding replacement costs,  estimated  sales
prices,  estimated costs to complete, estimated  disposal  costs,
and  normal  profit margins.  For commodity trading  inventories,
when  contract  performance  by a  customer  becomes  a  concern,
management must also evaluate available options to dispose of the
inventory,   including  assumptions  about  potential  negotiated
changes  to sales contracts, sales prices in alternative  markets
in   various   foreign   countries  and  potentially   additional
transportation  costs.   At  times,  management   must   consider
probability   weighting  various  viable  alternatives   in   its
determination  of  the net realizable value of  the  inventories.
These assumptions and probabilities are subjective in nature  and
are  based on management's best estimates and judgments  existing
at  the time of preparation.  Changes in future market prices  of
grains  or  facts and circumstances could result  in  a  material
write-down  in value of inventory or increased future margins  on
the sale of inventory.

Impairment  of  Long-lived Assets - At each balance  sheet  date,
long-lived  assets, primarily property, plant and equipment,  are
reviewed  for  impairment when events or changes in circumstances
indicate  that  the  carrying  amount  may  not  be  recoverable.
Recoverability  of assets to be held and used is  measured  by  a
comparison of the carrying amount of the asset to future net cash
flows  expected  to  be generated by the asset  group.   If  such
assets  are  considered  to be impaired,  the  impairment  to  be
recognized is measured by the amount by which the carrying amount
of  the assets exceeds the fair value of the assets.  Some of the
key  assumptions  utilized in determining future  projected  cash
flows  include  estimated  growth rates,  expected  future  sales
prices  and  estimated  costs. In some cases,  judgment  is  also
required in assigning probability weighting to the various future
cash  flow scenarios.  The probability weighting percentages used
and  the  various future projected cash flow models  prepared  by
management are based on facts and circumstances existing  at  the
time  of preparation and management's best estimates and judgment
of   future  operating  results.   Seaboard  cannot  predict  the
occurrence  of certain future events that might adversely  affect
the  reported value of long-lived assets, which include  but  are
not  limited  to,  a  change in the business climate,  government
incentives,  a negative change in relationships with  significant
customers, and changes to strategic decisions made in response to
economic  and  competitive conditions.  Changes in  these  facts,
circumstances  and  management's  estimates  and  judgment  could
result  in an impairment of fixed assets resulting in a  material
charge  to  earnings.   See Note 5 to the Consolidated  Financial
Statements  for  further discussion on the Pork Segment  and  its
recorded value for the ham-boning and processing plant in  Mexico
of $10.0 million at December 31, 2010.

 22

Goodwill  and  Other  Intangible  Assets  -  Goodwill  and  other
indefinite-life  intangible assets, not subject to  amortization,
are  evaluated annually for impairment at the quarter-end closest
to the anniversary date of the acquisition, or more frequently if
circumstances   indicate  that  impairment  is   possible.    The
impairment   tests  require  management  to  make  judgments   in
determining  what  assumptions to use in estimating  fair  value.
One  of  the methods used by Seaboard to determine fair value  is
the income approach using discounted future projected cash flows.
Some  of  the  key  assumptions utilized  in  determining  future
projected  cash  flows include estimated growth  rates,  expected
future  sales  prices and costs, and future capital  expenditures
requirements.   In  some  cases, judgment  is  also  required  in
assigning  probability weighting to the various future cash  flow
scenarios.   The probability weighting percentages used  and  the
various  future projected cash flow models prepared by management
are  based  on facts and circumstances existing at  the  time  of
preparation  and  management's best  estimates  and  judgment  of
future operating results.  Seaboard cannot predict the occurrence
of certain future events that might adversely affect the reported
value of goodwill and indefinite-life intangible assets that  may
include,  but  are  not  limited to, a  change  in  the  business
climate,  a  negative  change in relationships  with  significant
customers,   and   changes  to  strategic  decisions,   including
decisions to expand, made in response to economic and competitive
conditions.    Changes   in   these  facts,   circumstances   and
management's estimates and judgment could result in an impairment
of  goodwill  and/or  other  intangible  assets  resulting  in  a
material  charge  to  earnings.  See Note 6 to  the  Consolidated
Financial  Statements for further discussion regarding  the  Pork
segment  and  its  recorded intangible asset  values  related  to
Daily's,  including an impairment charge of $7.0 million recorded
in  the fourth quarter of 2008 related to Daily's trade name.  At
December  31,  2010, Seaboard had goodwill of $40.6  million  and
other  intangible  assets not subject to  amortization  of  $17.0
million.

Income Taxes - Income taxes are determined by management based on
current   tax   regulations  in  the  various  worldwide   taxing
jurisdictions  in  which  Seaboard  conducts  its  business.   In
various situations, accruals have been made for estimates of  the
tax  effects  for certain transactions, business structures,  the
estimated  reversal  of timing differences and  future  projected
profitability  of  Seaboard's various  business  units  based  on
management's interpretation of existing facts, circumstances  and
tax  regulations.   Should  new  evidence  come  to  management's
attention  which could alter previous conclusions  or  if  taxing
authorities  disagree with the positions taken by  Seaboard,  the
change  in  estimate  could  result  in  a  material  adverse  or
favorable   impact   on   the  financial   statements.    As   of
December  31,  2010, Seaboard has deferred tax  assets  of  $84.9
million,  net  of the valuation allowance of $30.7  million,  and
deferred tax liabilities of $142.2 million.  For the years  ended
December  31,  2010, 2009 and 2008, income tax  expense  included
$13.4  million, $(11.5) million and $(6.3) million, respectively,
for  deferred  taxes to federal, foreign, state and local  taxing
jurisdictions.

Accrued Pension Liability - The measurement of Seaboard's pension
liability  and  related  expense is dependent  on  a  variety  of
assumptions   and  estimates  regarding  future  events.    These
assumptions  include discount rates, assumed rate  of  return  on
plan  assets,  compensation increases, turnover rates,  mortality
rates and retirement rates.  The discount rate and return on plan
assets   are   important  elements  of  liability   and   expense
measurement and are reviewed on an annual basis.  The  effect  of
decreasing both the discount rate and assumed rate of  return  on
plan  assets by 50 basis points would be an increase  in  pension
expense  of approximately $1.9 million per year.  The effects  of
actual  results  differing from the assumptions  (i.e.  gains  or
losses)  are  primarily accumulated in accrued pension  liability
and  amortized over future periods if it exceeds the 10% corridor
and,   therefore,  could  affect  Seaboard's  recognized  pension
expense  in  such future periods, as permitted under  U.S.  GAAP.
Accordingly,  accumulated gains or losses in excess  of  the  10%
corridor are amortized over the average future service of  active
participants.   The unrecognized losses as of December  31,  2008
exceeded  this  10%  threshold as a  result  of  the  significant
investment  losses incurred during 2008.  As a result, Seaboard's
pension  expense  for its defined benefit pension  plan  for  its
salaried  and clerical employees increased by approximately  $3.1
million  for  2009 as compared to 2008 due to loss  amortization.
See  Note 10 to the Consolidated Financial Statements for further
discussion of management's assumptions.

 23

DERIVATIVE INFORMATION

Seaboard is exposed to various types of market risks in its  day-
to-day  operations.   Primary market risk exposures  result  from
changing   commodity  prices,  freight  rates,  foreign  currency
exchange rates and interest rates.  These derivatives are used to
manage  overall market risks, however, Seaboard does not  perform
the  extensive record-keeping required to account for  derivative
transactions as hedges.  Management believes it uses  derivatives
primarily  as  economic hedges although they do  not  qualify  as
hedges for accounting purposes.  Since these derivatives are  not
accounted for as hedges, fluctuations in the related prices could
have  a material impact on earnings in any given year.  From time
to   time,   Seaboard  may  enter  into  speculative   derivative
transactions related to its market risks.

Changes  in  commodity prices affect the cost  of  necessary  raw
materials and other inventories, finished product sales and  firm
sales  commitments.   Seaboard uses  various  grain  and  oilseed
futures and options purchase contracts to manage certain risks of
increasing prices of raw materials and firm sales commitments  or
anticipated sales contracts.  Short sales contracts are then used
to   offset  the  open  purchase  derivatives  when  the  related
commodity  inventory is purchased in advance  of  the  derivative
maturity,  effectively offsetting the initial futures  or  option
purchase  contract.  From time to time, hog futures are  used  to
manage  risks  of  increasing prices of live  hogs  acquired  for
processing  and  hog  futures  are  used  to  manage   risks   of
fluctuating prices of pork product inventories and related future
sales.   From  time  to  time,  Seaboard  may  enter  into  short
positions  in energy related resources (i.e. heating  oil,  crude
oil,  etc.)  to  manage  certain exposures related  to  bioenergy
margins.   Inventories that are sensitive to changes in commodity
prices, including carrying amounts at December 31, 2010 and 2009,
are presented in Note 3 to the Consolidated Financial Statements.
Raw material requirements, finished product sales, and firm sales
commitments are also sensitive to changes in commodity prices.

From  time-to-time,  the Commodity Trading  and  Milling  segment
enters into certain forward freight agreements (FFAs), viewed  as
taking  long positions in the freight market as well as  covering
short freight sales, which may or may not result in actual losses
when  future  trades  are executed.  These  FFAs  are  viewed  by
management as an economic hedge against the potential  of  future
rising charter hire rates to be incurred by this segment for bulk
cargo shipping while conducting its business of delivering grains
to customers in many international locations.  As of December 31,
2010 and 2009, there were no such agreements outstanding.

Because  changes  in foreign currency exchange rates  affect  the
cash paid or received on foreign currency denominated receivables
and payables, Seaboard manages certain of these risks through the
use of foreign currency forward exchange agreements.  Changes  in
interest rates affect the cash required to service variable  rate
debt.  From  time to time, Seaboard uses interest rate  swaps  to
manage risks of increasing interest rates.

During  2010,  Seaboard entered into four ten-year interest  rate
exchange agreements which involve the exchange of fixed-rate  and
variable-rate  interest payments over the life of the  agreements
without  the  exchange  of  the underlying  notional  amounts  to
mitigate  the  effects  of  fluctuations  in  interest  rates  on
variable  rate debt.  Seaboard pays a fixed rate and  receives  a
variable  rate  of  interest on four notional  amounts  of  $25.0
million  each.   While Seaboard has certain variable  rate  debt,
these  interest rate exchange agreements do not qualify as hedges
for  accounting purposes.  Accordingly, the changes in fair value
of  these  agreements are recorded in Miscellaneous, net  in  the
Consolidated Statement of Earnings.

In  December 2008 and again in March 2009, Seaboard entered  into
ten-year interest rate exchange agreements with notional  amounts
of $25.0 million each, with similar terms to agreements discussed
above  to mitigate the effects of fluctuation in interest  rates.
In  June  2009,  Seaboard terminated both interest rate  exchange
agreements and received payments of $4.0 million to unwind  these
agreements.  As of December 31, 2009, there were no interest rate
exchange agreements outstanding.

The following table presents the sensitivity of the fair value of
Seaboard's  open  net  commodity  future  and  option  contracts,
foreign  currency contracts and interest rate exchange agreements
to  a  hypothetical  10% adverse change in market  prices  or  in
foreign exchange rates and interest rates as of December 31, 2010
and  December 31, 2009.  For all open derivatives, the fair value
of  such  positions is a summation of the fair values  calculated
for  each  item  by  valuing each net position at  quoted  market
prices as of the applicable date.

 24


(Thousands of dollars)       December 31, 2010  December 31, 2009

Grains and oilseeds               $  3,787           $  9,808
Hogs and pork bellies                3,809                186
Energy related resources               459                284
Foreign currencies                  22,415             23,080
Interest rates                       2,636                  -

The table below provides information about Seaboard's non-trading
financial instruments sensitive to changes in interest  rates  at
December  31,  2010.   For debt obligations, the  table  presents
principal cash flows and related weighted average interest  rates
by expected maturity dates.  At December 31, 2010, long-term debt
included foreign subsidiary obligations of $16.4 million  payable
in  U.S. dollars and $0.2 million payable in Argentine pesos.  At
December  31,  2009,  long-term debt included foreign  subsidiary
obligations of $0.7 million denominated in CFA francs (a currency
used  in  several  central African countries)  and  $0.2  million
payable in Argentine pesos.  Weighted average variable rates  are
based  on  rates  in  place  at the reporting  date.   Short-term
instruments    including   short-term   investments,    non-trade
receivables  and current notes payable have carrying values  that
approximate  market and are not included in  this  table  due  to
their short-term nature.

(Dollars in thousands) 2011     2012    2013    2014    2015 Thereafter  Total

Long-term debt:

 Fixed rate           $1,476  $34,182  $2,191  $1,788  $1,635  $ 9,811  $51,083

 Average interest rate 8.87%    6.95%   8.02%   6.25%   5.34%    5.34%    6.66%

 Variable rate        $  221  $     -  $    -  $7,800  $    -  $34,000  $42,021

 Average interest rate 7.00%        -       -   1.51%       -    1.71%    1.70%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2009 consisted of fixed rate long-
term debt totaling $36.8 million with an average interest rate of
7.52%,  and  variable rate long-term debt totaling $42.0  million
with an average interest rate of 0.44%.

 25

Management's Responsibility for Consolidated Financial Statements

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries (Seaboard) is responsible for the preparation of its
consolidated   financial  statements  and   related   information
appearing   in  this  report.   Management  believes   that   the
consolidated  financial  statements  fairly  present   Seaboard's
financial  position and results of operations in conformity  with
U.S.  generally  accepted accounting principles  and  necessarily
includes amounts that are based on estimates and judgments  which
it  believes  are reasonable based on current circumstances  with
due consideration given to materiality.

Management relies on a system of internal controls over financial
reporting  that is designed to provide reasonable assurance  that
assets  are  safeguarded, transactions are executed in accordance
with  company  policy  and  U.S.  generally  accepted  accounting
principles, and are properly recorded, and accounting records are
adequate  for  preparation  of  financial  statements  and  other
information and disclosures. The concept of reasonable  assurance
is  based on recognition that the cost of a control system should
not   exceed  the  benefits  expected  to  be  derived  and  such
evaluations  require  estimates and judgments.   The  design  and
effectiveness of the system are monitored by a professional staff
of internal auditors.

All  internal control systems, no matter how well designed,  have
inherent  limitations.  Internal control over financial reporting
is  a process that involves human diligence and compliance and is
subject to lapses in judgment and breakdowns resulting from human
failures.   Therefore,  even  those  systems  determined  to   be
effective  can provide only reasonable assurance with respect  to
financial statement preparation and presentation.

The  Board of Directors pursues its review of auditing,  internal
controls  and  financial statements through its audit  committee,
composed  entirely of independent directors.  In the exercise  of
its responsibilities, the audit committee meets periodically with
management,  with the internal auditors and with the  independent
registered public accounting firm to review the scope and results
of  audits.   Both  the  internal auditors  and  the  independent
registered public accounting firm have unrestricted access to the
audit committee with or without the presence of management.

Management's Report on Internal Control over Financial Reporting

The  management  of  Seaboard Corporation  and  its  consolidated
subsidiaries  (Seaboard)  is  responsible  for  establishing  and
maintaining  adequate internal control over financial  reporting,
as  such  term is defined in Exchange Act Rule 13a-15(f).   Under
the  supervision and with the participation of management and its
Internal  Audit Department, Seaboard conducted an  evaluation  of
the   effectiveness  of  its  internal  control  over   financial
reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations  of
the  Treadway  Commission (COSO).  Based on its evaluation  under
the   framework  in  Internal  Control  -  Integrated  Framework,
management  concluded  that  Seaboard's  internal  control   over
financial reporting was effective as of December 31, 2010.

Seaboard's  registered independent public accounting  firm,  that
audited  the  consolidated financial statements included  in  the
annual report, has issued an audit report on the effectiveness of
Seaboard's  internal  control over  financial  reporting.   Their
report is included herein.

 26

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have audited the accompanying consolidated balance sheets  of
Seaboard  Corporation  and  subsidiaries  (the  Company)  as   of
December   31,  2010  and  2009,  and  the  related  consolidated
statements  of  earnings, changes in equity, and cash  flows  for
each    of   the   years   in   the   three-year   period   ended
December  31,  2010. These consolidated financial statements  are
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to express an opinion on  these  consolidated
financial statements based on our audits.

We  conducted our audits in accordance with the standards of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statements. An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.  We  believe that our audits provide  a  reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position   of  Seaboard  Corporation  and  subsidiaries   as   of
December  31, 2010 and 2009, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period ended December 31, 2010, in conformity with U.S. generally
accepted accounting principles.

We  also  have audited, in accordance with the standards  of  the
Public   Company  Accounting  Oversight  Board  (United  States),
Seaboard  Corporation's internal control over financial reporting
as  of  December  31,  2010,  based on  criteria  established  in
Internal  Control - Integrated Framework issued by the  Committee
of  Sponsoring  Organizations of the Treadway Commission  (COSO),
and  our  report  dated  March 9, 2011 expressed  an  unqualified
opinion  on  the effectiveness of the Company's internal  control
over financial reporting.

                                     KPMG LLP

Kansas City, Missouri
March 9, 2011

 27

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Seaboard Corporation:

We  have  audited  Seaboard Corporation's internal  control  over
financial  reporting as of December 31, 2010, based  on  criteria
established  in Internal Control-Integrated Framework  issued  by
the   Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission   (COSO).   Seaboard   Corporation's   management   is
responsible  for  maintaining  effective  internal  control  over
financial  reporting and for its assessment of the  effectiveness
of  internal  control over financial reporting, included  in  the
accompanying  "Management's  Report  on  Internal  Control   over
Financial Reporting". Our responsibility is to express an opinion
on  the Company's internal control over financial reporting based
on our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether effective  internal  control
over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over  financial  reporting, assessing the risk  that  a  material
weakness  exists,  and  testing and  evaluating  the  design  and
operating effectiveness of internal control based on the assessed
risk.   Our  audit also included performing such other procedures
as  we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.

A  company's  internal  control over  financial  reporting  is  a
process  designed to provide reasonable assurance  regarding  the
reliability  of  financial  reporting  and  the  preparation   of
financial  statements for external purposes  in  accordance  with
generally  accepted accounting principles.  A company's  internal
control  over  financial reporting includes  those  policies  and
procedures  that (1) pertain to the maintenance of records  that,
in   reasonable  detail,  accurately  and  fairly   reflect   the
transactions  and dispositions of the assets of the company;  (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the company are being made only
in  accordance with authorizations of management and directors of
the  company;  and  (3)  provide reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use,
or disposition of the company's assets that could have a material
effect on the financial statements.

Because  of  its  inherent  limitations,  internal  control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.

In  our opinion, Seaboard Corporation maintained, in all material
respects,  effective internal control over financial reporting as
of  December 31, 2010, based on criteria established in  Internal
Control-Integrated   Framework  issued  by   the   Committee   of
Sponsoring Organizations of the Treadway Commission.

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated   balance   sheets  of  Seaboard   Corporation   and
subsidiaries  as of December 31, 2010 and 2009, and  the  related
consolidated statements of earnings, changes in equity  and  cash
flows  for  each  of  the  years in the three-year  period  ended
December  31, 2010, and our report dated March 9, 2011  expressed
an   unqualified   opinion   on  those   consolidated   financial
statements.



                                   KPMG LLP



Kansas City, Missouri
March 9, 2011

 28

                                SEABOARD CORPORATION
                        Consolidated Statement of Earnings

                                                  Years ended December 31,
(Thousands of dollars except per share amounts) 2010       2009         2008

Net sales:
Products (includes sales to affiliates     $3,354,348  $2,718,736   $3,144,432
   of $500,265, $543,066 and $587,922)
Service revenues                              907,320     775,498      993,942
Other                                         124,034     107,074      129,430
Total net sales                             4,385,702   3,601,308    4,267,804

Cost of sales and operating expenses:
Products                                    2,980,606   2,619,396    3,005,924
Services                                      775,637     671,598      847,956
Other                                         103,465      92,701      116,253
Total cost of sales and operating expenses  3,859,708   3,383,695    3,970,133

Gross income                                  525,994     217,613      297,671

Selling, general and administrative expenses  204,928     193,890      175,862

Operating income                              321,066      23,723      121,809

Other income (expense):
   Interest expense                            (5,632)    (13,158)     (15,354)
   Interest income                             12,631      17,336       14,939
   Income from affiliates                      20,965      20,158       13,084
   Other investment income, net                14,145      15,500        7,522
   Foreign currency gain (loss), net            1,254       2,432      (19,713)
   Gain on disputed sale, net of expenses           -      16,787            -
   Miscellaneous, net                            (384)      6,463        2,539
Total other income, net                        42,979      65,518        3,017

Earnings before income taxes                  364,045      89,241      124,826

Income tax benefit (expense)                  (81,033)      2,276       22,689

Net earnings                               $  283,012  $   91,517   $  147,515
  Less:  Net (income) loss attributable
         to noncontrolling interests              599         965         (596)

Net earnings attributable to Seaboard      $  283,611  $   92,482   $  146,919


Earnings per common share                  $   231.69  $    74.74   $   118.19

Weighted average shares outstanding         1,224,092   1,237,452    1,243,087

Dividends declared per common share        $     9.00  $     3.00   $     3.00

         See accompanying notes to consolidated financial statements.

 29

                            SEABOARD CORPORATION
                         Consolidated Balance Sheets

                                                              December 31,
(Thousands of dollars except per share amounts)             2010        2009

                                  Assets
Current assets:

   Cash and cash equivalents                            $   41,124  $   61,857

   Short-term investments                                  332,205     407,351

   Receivables:
      Trade                                                243,786     194,764
      Due from affiliates                                   75,771      47,352
      Other                                                 48,557      35,861
                                                           368,114     277,977
      Allowance for doubtful accounts                       (8,170)     (7,330)
        Net receivables                                    359,944     270,647

   Inventories                                             533,761     498,587

   Deferred income taxes                                    18,393      10,490

   Deferred costs                                           84,141      95,788

   Other current assets                                    115,844      80,582

        Total current assets                             1,485,412   1,425,302

Investments in and advances to affiliates                  331,322      82,232

Net property, plant and equipment                          701,131     691,343

Note receivable from affiliate                              90,109           -

Goodwill                                                    40,628      40,628

Intangible assets, net                                      19,746      20,676

Other assets                                                65,738      76,952

Total Assets                                            $2,734,086  $2,337,133

              Liabilities and Stockholders' Equity

Current liabilities:

   Notes payable to banks                               $   78,729  $   81,262

   Current maturities of long-term debt                      1,697       2,337

   Accounts payable                                        146,265     141,193

   Accrued compensation and benefits                       102,003      84,165

   Deferred revenue                                        122,344     103,931

   Deferred revenue from affiliates                         38,719       8,958

   Accrued voyage costs                                     39,515      33,874

   Accrued commodity inventory                              34,099      10,434

   Other accrued liabilities                                74,824      51,886

      Total current liabilities                            638,195     518,040

Long-term debt, less current maturities                     91,407      76,532

Deferred income taxes                                       75,695      59,546

Accrued pension liability                                   78,817      64,161

Other liabilities                                           71,723      73,435

      Total non-current liabilities                        317,642     273,674

Commitments and contingent liabilities

Stockholders' equity:

   Common stock of $1 par value.  Authorized 1,250,000
    shares;

     issued and outstanding 1,215,879 and 1,236,758
      shares                                                 1,216       1,237

   Accumulated other comprehensive loss                   (123,907)   (114,786)

   Retained earnings                                     1,897,897   1,655,222

Total Seaboard stockholders' equity                      1,775,206   1,541,673

   Noncontrolling interests                                  3,043       3,746

Total equity                                             1,778,249   1,545,419

Total Liabilities and Stockholders' Equity              $2,734,086  $2,337,133

         See accompanying notes to consolidated financial statements.

 30

                              SEABOARD CORPORATION
                       Consolidated Statement of Cash Flows

                                                   Years ended December 31,
(Thousands of dollars)                            2010        2009      2008

   Cash flows from operating activities:
   Net earnings                                $ 283,012  $  91,517  $ 147,515
   Adjustments to reconcile net earnings to cash
     from operating activities:
       Depreciation and amortization              86,802     91,841     90,381
       Income from affiliates                    (20,965)   (20,158)   (13,084)
       Dividends received from affiliates          1,843      7,906      1,333
       Other investment income, net              (14,145)   (15,500)    (7,522)
       Foreign currency exchange losses             (140)     6,578     19,606
       Deferred income taxes                      12,506    (15,298)    (7,602)
       Loss (gain) from sale of fixed assets      (2,555)       530         39
       Gain on disputed sale, net of expenses          -    (16,787)         -
       Intangible asset impairment charge              -          -      7,000
   Changes in current assets and liabilities,
     net of portion of operations sold and
     business acquired:
        Receivables, net of allowance            (86,205)    93,861    (14,518)
        Inventories                              (40,053)     1,552   (119,859)
        Other current assets                      (2,570)   (58,823)   (44,344)
        Current liabilities, exclusive of debt   107,482     69,738     43,264
   Other, net                                     14,800      9,400      9,057
Net cash from operating activities               339,812    246,357    111,266

   Cash flows from investing activities:
   Purchase of short-term investments           (687,335)  (346,522)  (287,411)
   Proceeds from the sale of short-term
    investments                                  695,384    211,403    204,494
   Proceeds from the maturity of short-term
    investments                                   69,534     66,842     61,675
   Acquisition of business, net of cash
    acquired                                      (5,578)         -          -
   Sale (purchase) of long-term investments          552     (3,108)         -
   Investments in and advances to affiliates,
    net                                         (217,578)        71       (710)
   Notes receivable issued to affiliate         (100,000)         -          -
   Proceeds from syndication and subordinated
    loan fees                                      6,525          -          -
   Capital expenditures                         (103,336)   (54,276)  (134,634)
   Proceeds from the sale of fixed assets          7,655      3,255      4,412
   Payment received for the potential sale of
    power barges                                       -     15,000          -
   Net proceeds from disputed sale                     -     16,787          -
   Other, net                                      1,140         46       (442)
Net cash from investing activities              (333,037)   (90,502)  (152,616)

   Cash flows from financing activities:
   Notes payable to banks, net                    (2,535)   (95,072)    79,354
   Proceeds from the issuance of long-term debt   16,352          -          -
   Principal payments of long-term debt           (2,179)   (46,914)   (11,679)
   Repurchase of common stock                    (29,994)    (3,370)    (5,012)
   Dividends paid                                (10,963)    (3,711)    (3,728)
   Dividends paid to noncontrolling interests        (36)      (112)      (104)
   Other, net                                        370       (291)    (1,081)
Net cash from financing activities               (28,985)  (149,470)    57,750

Effect of exchange rate change on cash             1,477     (5,122)    (3,152)

Net change in cash and cash equivalents          (20,733)     1,263     13,248

Cash and cash equivalents at beginning of year    61,857     60,594     47,346

Cash and cash equivalents at end of year       $  41,124  $  61,857  $  60,594

  See accompanying notes to consolidated financial statements.

 31




                                                           SEABOARD CORPORATION
                                               Consolidated Statement of Changes in Equity

                                                                      Accumulated
                                                                         Other
                                                Common  Additional   Comprehensive   Retained   Noncontrolling
(Thousands of dollars except per share amounts) Stock     Capital         Loss       Earnings      Interest        Total
                                                                                               
Balances, January 1, 2008                      $ 1,244   $    -       $  (78,651)   $1,431,635      $  971       $1,355,199
Comprehensive income:
   Net earnings                                                                        146,919         596          147,515
   Other comprehensive income net
     of income tax benefit of $11,525:
       Foreign currency translation adjustment                            (9,492)                                    (9,492)
       Unrealized gain on investments                                        632                                        632
       Unrecognized pension cost                                         (24,192)                                   (24,192)
                  Total comprehensive income                                                                        114,463
Purchase of noncontrolling interests                                                                 2,760            2,760
Dividends paid to noncontrolling interests                                                            (104)            (104)
Repurchase of common Stock                          (4)                                 (5,008)                      (5,012)
Dividends on common stock                                                               (3,728)                      (3,728)
Balances, December 31, 2008                      1,240        -         (111,703)    1,569,818       4,223        1,463,578

Comprehensive income:
   Net earnings                                                                         92,482        (965)          91,517
   Other comprehensive income net
     of income tax benefit of $3,206:
       Foreign currency translation adjustment                            (9,365)                                    (9,365)
       Unrealized gain on investments                                        798                                        798
       Unrecognized pension cost                                           5,484                                      5,484
                  Total comprehensive income                                                                         88,434
Addition of noncontrolling interests                                                                   600              600
Dividends paid to noncontrolling interests                                                            (112)            (112)
Repurchase of common Stock                          (3)                                 (3,367)                      (3,370)
Dividends on common stock                                                               (3,711)                      (3,711)
Balances, December 31, 2009                      1,237        -         (114,786)    1,655,222       3,746        1,545,419

Comprehensive income:
   Net earnings                                                                        283,611        (599)         283,012
   Other comprehensive income net
     of income tax benefit of $5,443:
       Foreign currency translation adjustment                            (3,704)                                    (3,704)
       Unrealized gain on investments                                     (2,134)                                    (2,134)
       Unrecognized pension cost                                          (3,283)                                    (3,283)
                  Total comprehensive income                                                                        273,891
Addition/sale of noncontrolling interests                                                              (68)             (68)
Dividends paid to noncontrolling interests                                                             (36)             (36)
Repurchase of common Stock                         (21)                                (29,973)                     (29,994)
Dividends on common stock                                                              (10,963)                     (10,963)
Balances, December 31, 2010                    $ 1,216   $    -       $ (123,907)   $1,897,897      $3,043       $1,778,249

                                   See accompanying notes to consolidated financial statements.


 32

          Notes to Consolidated Financial Statements

Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation  and  its  subsidiaries  (Seaboard)  is   a
diversified   international   agribusiness   and   transportation
company.  In the United States, Seaboard is primarily engaged  in
pork   production   and  processing  and  ocean   transportation.
Overseas,    Seaboard   is   primarily   engaged   in   commodity
merchandising, grain processing, sugar production,  and  electric
power  generation.   Seaboard also  has  an  interest  in  turkey
operations  in  the United States.  Seaboard Flour  LLC  and  SFC
Preferred  LLC  (Parent Companies) are the  owners  of  73.5%  of
Seaboard's outstanding common stock.

Principles of Consolidation and Investments in Affiliates

The  consolidated financial statements include  the  accounts  of
Seaboard  Corporation and its domestic and foreign  subsidiaries.
All  significant intercompany balances and transactions have been
eliminated   in  consolidation.   Investments  in  non-controlled
affiliates  are  accounted for by the equity  method.   Financial
information from certain subsidiaries and affiliates is  reported
on a one- to three-month lag depending on the specific entity.

Short-term Investments

Short-term  investments  are  retained  for  future  use  in  the
business and may include money market accounts, corporate  bonds,
fixed  income  mutual funds, municipal debt securities  and  U.S.
government obligations and, on a limited basis, high yield bonds,
domestic   equity   securities  and  foreign  government   bonds.
Investments  held by Seaboard that are categorized as  available-
for-sale  are  reported at their estimated fair  value  with  any
related  unrealized gains and losses reported net of  tax,  as  a
component of accumulated other comprehensive income.  Investments
held  by Seaboard that are categorized as trading securities  are
reported at their estimated fair value with any unrealized  gains
and   losses   included  in  other  investment  income   on   the
Consolidated  Statement of Earnings.  Debt  securities  that  are
categorized as held to maturity, are recorded at amortized  cost,
which  is adjusted for amortization of premiums and accretion  of
discounts to maturity.  Such amortization is included in interest
income.   Gains  and losses on sale of investments are  generally
based on the specific identification method.

Accounts Receivable

Accounts  receivable  are  recorded at the  invoiced  amount  and
generally  do  not  bear interest.  The Power  segment,  however,
collects  interest on certain past due accounts and the Commodity
Trading  and Milling segment provides extended payment terms  for
certain  customers  in  certain countries  due  to  local  market
conditions.   The allowance for doubtful accounts  is  Seaboard's
best  estimate of the amount of probable credit losses.  For most
operating  segments,  Seaboard  uses  a  specific  identification
approach  to determine, in management's judgment, the  collection
value  of  certain past due accounts based on contractual  terms.
For  the  Marine segment, the allowance for doubtful accounts  is
based  on  an  aging  percentage methodology primarily  based  on
historical write-off experience.  Seaboard reviews its  allowance
for  doubtful accounts monthly.  Account balances are charged off
against  the  allowance after all means of collection  have  been
exhausted and the potential for recovery is considered remote.

Inventories

Seaboard  uses  the lower of last-in, first-out  (LIFO)  cost  or
market  for  determining inventory cost of live hogs, fresh  pork
product and related materials.  Grain, flour and feed inventories
at foreign milling operations are valued at the lower of weighted
average cost or market.  All other inventories, including further
processed  pork  products, are valued at the lower  of  first-in,
first-out (FIFO) cost or market.

Deferred Costs

Deferred  costs  represent inventory delivered to  customers  and
related shipping costs incurred for certain commodity trades that
Seaboard  has  received the majority of payments for  the  trades
(which  are  recorded  as  deferred revenues)  but  has  not  yet
recognized  as revenue as the final sale price is not  yet  fixed
and  determinable.   The corresponding deferred  margin  on  such
trades is not deemed material.

Property, Plant and Equipment

Property,  plant and equipment are carried at cost and are  being
depreciated on the straight-line method over useful lives ranging
from  3 to 30 years.  Property, plant and equipment leases  which
are  deemed  to  be  installment purchase obligations  have  been
capitalized  and  included in the property, plant  and  equipment
accounts.   Routine and planned major maintenance,  repairs,  and
minor renewals are expensed as incurred while major renewals  and
improvements are capitalized.

 33

Impairment of Long-lived Assets

Long-lived  assets, primarily property, plant and equipment,  are
reviewed  for  impairment when events or changes in circumstances
indicate  that  the  carrying  amount  may  not  be  recoverable.
Recoverability  of assets to be held and used is  measured  by  a
comparison  of  the  carrying  amount  of  the  asset  to  future
undiscounted  net  cash flows expected to  be  generated  by  the
asset.   If  such  assets  are determined  to  be  impaired,  the
impairment  to be recognized is measured by the amount  by  which
the  carrying  amount of the assets exceeds  the  estimated  fair
value  of  the assets.  Assets to be disposed of are reported  at
the  lower  of  the carrying amount or fair value less  costs  to
sell.  See Note 5 for further discussion on the Pork Segment  and
its  recorded  value  of the ham-boning and processing  plant  in
Mexico.

Goodwill and Other Intangible Assets

Goodwill   and  other  indefinite-life  intangible   assets   are
evaluated  by  reporting  unit annually  for  impairment  at  the
quarter-end  closest to the anniversary date of the  acquisition,
or  more frequently if circumstances indicate that impairment  is
likely.   Separable  intangible  assets  with  finite  lives  are
amortized over their estimated useful lives.  Any one event or  a
combination of events such as change in the business  climate,  a
negative change in relationships with significant customers,  and
changes  to  strategic decisions, including decisions to  expand,
made  in  response  to economic or competitive  conditions  could
require  an interim assessment prior to the next required  annual
assessment.   The  most  recent impairment  tests  performed  and
current market conditions indicated goodwill and other intangible
assets are not impaired as of December 31, 2010.

Accrued Self-Insurance

Seaboard  is  self-insured  for certain  levels  of  general  and
vehicle   liability,  property,  workers'  compensation,  product
recall  and  health  care  coverage.  The  cost  of  these  self-
insurance  programs  is accrued based upon estimated  settlements
for  known  and  anticipated claims.   Changes  in  estimates  to
previously  recorded reserves are reflected in current  operating
results.

Deferred Grants

Included  in other liabilities at December 31, 2010 and 2009  was
$6,047,000 and $6,469,000, respectively, of deferred grants.  The
deferred  grants represent economic development funds contributed
by  government  entities that were limited to construction  of  a
pork  processing  facility in Guymon, Oklahoma.  Deferred  grants
are  being amortized as a reduction of depreciation expense  over
the life of the assets acquired with the funds.

Asset Retirement Obligation

Seaboard  has recorded long-lived assets and a related  liability
for  the  asset retirement obligation costs associated  with  the
closure  of the hog lagoons it is legally obligated to  close  in
the future should Seaboard cease operations or plan to close such
lagoons voluntarily in accordance with a changed operating  plan.
Based on detailed assessments and appraisals obtained to estimate
the future retirement costs, Seaboard has determined and recorded
the  present  value  of the projected costs in non-current  other
liabilities   on  the  Consolidated  Balance  Sheet,   with   the
retirement  asset  depreciated over  the  economic  life  of  the
related  asset.   The following table shows the  changes  in  the
asset retirement obligation during 2010 and 2009:

                                         Years ended December 31,
(Thousands of dollars)                          2010      2009

Beginning balance                             $11,090  $  8,846
Accretion expense                                 938       652
Adjustment to existing lagoons                      -     1,592
Ending balance                                $12,028  $ 11,090

Income Taxes

Deferred income taxes are recognized for the tax consequences  of
temporary  differences by applying enacted  statutory  tax  rates
applicable  to future years to differences between the  financial
statement  carrying amounts and the tax bases of existing  assets
and   liabilities.   However,  in  the  future  as  these  timing
differences  reverse,  a  lower  statutory  tax  rate  may  apply
pursuant  to  the  provisions for domestic manufacturers  of  the
American  Jobs  Creation Act of 2004.  In  accordance  with  U.S.
GAAP,  Seaboard will recognize the benefit or cost of this change
in the future.

 34

Revenue Recognition

Revenue  of the containerized cargo service is recognized ratably
over  the  transit time for each voyage with expenses  associated
with  containerized cargo service being recognized  as  incurred.
Revenue of the commodity trading business is recognized when  the
commodity  is delivered to the customer, collection is reasonably
assured,  and the sales price is fixed or determinable.  Revenues
from  all  other commercial exchanges are recognized at the  time
products  are  shipped or delivered in accordance  with  shipping
terms  or  services  rendered, the customer takes  ownership  and
assumes  risk of loss, collection is reasonably assured  and  the
sales price is fixed or determinable.  As a result of a marketing
agreement  with  Triumph Foods, Seaboard's sales prices  for  its
pork products included in product revenues are primarily based on
a  margin  sharing arrangement that considers the  average  sales
price  and mix of products sold from both Seaboard's and  Triumph
Foods' hog processing plants.  Seaboard earns a fee for marketing
the  pork  products of Triumph Foods and recognizes this  fee  as
service  revenue primarily based on the number of head  processed
by Triumph Foods.

Use of Estimates

The  preparation  of  the  consolidated financial  statements  in
conformity  with  U.S.  generally accepted accounting  principles
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the consolidated
financial  statements and the reported amounts  of  revenues  and
expenses during the reporting period.  Significant items  subject
to  such  estimates  and  assumptions include  those  related  to
allowance   for  doubtful  accounts,  valuation  of  inventories,
impairment  of  long-lived assets, goodwill and other  intangible
assets,  income  taxes  and  accrued pension  liability.   Actual
results could differ from those estimates.

Earnings Per Common Share

Earnings  per  common share are based upon the  weighted  average
shares outstanding during the period.  Basic and diluted earnings
per share are the same for all periods presented.

Cash and Cash Equivalents

For  purposes  of  the  consolidated statements  of  cash  flows,
management   considers   all  demand   deposits   and   overnight
investments as cash equivalents.  The following table  shows  the
amounts paid for interest and income taxes:

                                         Years ended December 31,
(Thousands of dollars)                    2010      2009    2008

Interest (net of amounts capitalized)  $  8,377  $ 13,845 $14,037
Income taxes (net of refunds)            69,626   (10,542) 10,815

Included in property, plant and equipment is capitalized interest
in  the  amount of $3,350,000, $702,000 and $1,679,000 for  2010,
2009 and 2008, respectively.

Supplemental Noncash Transactions

As  discussed  in  Note  13, during the third  quarter  of  2010,
Seaboard acquired a majority interest in a commodity origination,
storage and processing business in Canada.  Total cash paid,  net
of  cash acquired was $5,578,000 and increased working capital by
$1,254,000, fixed assets by $4,637,000, other long-term assets in
the  amount of $833,000, deferred tax liabilities by $896,000 and
non-controlling interest by $250,000.

As more fully described in Note 13, in May 2009 Seaboard received
sovereign government bonds of the Dominican Republic with  a  par
value  of $20,000,000 denominated in U.S. dollars to satisfy  the
same  amount  of  outstanding billings owed by  a  customer  that
Seaboard had classified as long-term.  During the fourth  quarter
of 2009, Seaboard sold a portion of these bonds with par value of
$9,700,000.  At December 31, 2009, the remaining $10,300,000  par
value  of  bonds was classified as available-for-sale short  term
investments  on  the Consolidated Balance Sheet.  During  January
and February 2010, Seaboard sold the remaining bonds resulting in
an immaterial loss.

Foreign Currency Transactions and Translation

Seaboard has operations in and transactions with customers  in  a
number  of  foreign countries.  The currencies of  the  countries
fluctuate  in relation to the U.S. dollar.  Certain of the  major
contracts  and  transactions, however, are  denominated  in  U.S.
dollars.  In addition, the value of the U.S. dollar fluctuates in
relation  to  the  currencies  of

 35

countries  where  certain  of Seaboard's foreign subsidiaries and
affiliates  primarily   conduct  business.   These   fluctuations
result  in  exchange  gains  and losses.  The activities of these
foreign  subsidiaries   and affiliates  are   primarily conducted
with   U.S.  subsidiaries   or  operate   in   hyper-inflationary
environments.  As a  result,  the financial statements of certain
foreign   subsidiaries   and affiliates  are   re-measured  using
the  U.S.  dollar   as   the functional currency.

Included in foreign currency gain (loss), net for the years ended
December  31,  2009  and  2008 was a  foreign  currency  gain  of
$4,794,000   and   a  foreign  currency  loss  of   $(4,575,000),
respectively.     These  losses  and  gains   reflect   the   re-
measurements of a note payable denominated in Japanese Yen  of  a
foreign consolidated subsidiary accounted for on a one-month  lag
except  for  this  re-measurement  of  this  note  payable.   The
currency gains for 2009 and losses for 2008 were primarily offset
by a mark-to-market currency loss for December in 2009 and a gain
in December for 2008 from a foreign currency derivative contract.
The  note  payable and related foreign currency  derivative  were
terminated in December 2009.

Seaboard's  Sugar  segment, a consolidated subsidiary  in  Canada
(Commodity  Trading and Milling segment) and four non-controlled,
non-consolidated  affiliates  (Commodity  Trading   and   Milling
segment  businesses in Colombia, Kenya, Lesotho and Zambia),  use
local   currency  as  their  functional  currency.   Assets   and
liabilities of these subsidiaries are translated to U.S.  dollars
at  year-end  exchange rates, and income and  expense  items  are
translated  at average rates.  Translation gains and  losses  are
recorded  as components of other comprehensive loss.   For  these
entities,   U.S.  dollar  denominated  net  asset  or   liability
conversions to the local currency are recorded through income.

Derivative Instruments and Hedging Activities

Seaboard   recognizes  all  derivatives  as  either   assets   or
liabilities at their fair values.  Accounting for changes in  the
fair  value  of  a  derivative depends  on  its  designation  and
effectiveness.  Derivatives qualify for treatment as  hedges  for
accounting purposes when there is a high correlation between  the
change in fair value of the instrument and the related change  in
value  of  the  underlying commitment.  In order to  designate  a
derivative   financial  instrument  as  a  hedge  for  accounting
purposes,  extensive record keeping is required.  For derivatives
that  qualify  as hedges for accounting purposes, the  change  in
fair  value  has  no net impact on earnings, to  the  extent  the
derivative  is considered effective, until the hedged transaction
affects  earnings.   For derivatives that are not  designated  as
hedging   instruments  for  accounting  purposes,  or   for   the
ineffective portion of a hedging instrument, the change  in  fair
value does affect current period net earnings.

Seaboard  holds  and  issues  certain derivative  instruments  to
manage   various  types  of  market  risks  from  its  day-to-day
operations  primarily  including  commodity  futures  and  option
contracts and foreign currency exchange agreements, and from time-
to-time,  forward freight agreements and interest  rate  exchange
agreements.   While management believes each of these instruments
primarily are entered into in order to effectively manage various
market  risks,  as of December 31, 2010, none of the  derivatives
are  designated and accounted for as hedges primarily as a result
of the extensive record-keeping requirements.  From time to time,
Seaboard  may  enter  into  speculative  derivative  transactions
related to its market risks.

Recently Adopted Accounting Standards

In June 2009, the Financial Accounting Standards Board issued new
accounting   guidance  for  variable  interest  entities.    This
guidance  requires  an  enterprise  to  perform  an  analysis  to
determine whether the enterprise's variable interest or interests
give  it  a controlling financial interest in a variable interest
entity  (VIE).  This analysis identifies the primary  beneficiary
of  a VIE as the enterprise that has both the power to direct the
most significant activities of a VIE and the obligation to absorb
losses or the right to receive benefits from the VIE.

This  guidance  eliminated the quantitative  approach  previously
required  for  determining the primary beneficiary  of  the  VIE,
which  was  based  on  determining which enterprise  absorbs  the
majority of the entity's expected losses, receives a majority  of
the  entity's  expected residual returns, or both. This  guidance
also  requires ongoing reassessments of whether an enterprise  is
the  primary  beneficiary  of  a  variable  interest  entity  and
requires  certain additional disclosures about the VIE.  Seaboard
adopted this guidance as of January 1, 2010. The adoption of this
guidance  did not have a material impact on Seaboard's  financial
position or net earnings.

 36


Note 2

Investments

Seaboard's short-term investments are treated as either available-
for-sale  securities or trading securities and  are  recorded  at
their estimated fair market values.  All of Seaboard's available-
for-sale and trading securities are classified as current  assets
as  they  are  readily  available to support  Seaboard's  current
operating needs.

As   of  December  31,  2010  and  2009,  the  available-for-sale
investments primarily consisted of money market funds, fixed rate
municipal  notes and bonds, corporate bonds, fixed income  mutual
funds  and U.S. Government obligations. At December 31, 2010  and
2009,  amortized cost and estimated fair market  value  were  not
materially  different  for these investments.   At  December  31,
2010,  money  market  funds included $78,338,000  denominated  in
Euros.   As of December 31, 2010 and 2009, the trading securities
primarily  consisted  of  high  yield  debt  securities.   As  of
December  31, 2010 and 2009, unrealized gains related to  trading
securities were $1,571,000 and $2,206,000, respectively.

The  following  is a summary of the amortized cost and  estimated
fair  value of short-term investments for both available for sale
and trading securities at December 31, 2010 and 2009:

                                               2010               2009

                                      Amortized     Fair   Amortized   Fair
(Thousands of dollars)                   Cost      Value     Cost      Value

Money market funds                     $110,164  $110,164  $153,699  $153,699

Corporate bonds                          86,182    87,401    34,663    35,449

Fixed income mutual funds                60,256    60,302         -         -

Fixed rate municipal notes and bonds     20,564    20,648   144,794   148,609

U.S. Government agency securities        17,503    17,514    15,907    16,272

U.S. Treasury securities                  7,139     7,148         -         -

Asset backed debt securities              2,847     2,848     8,447     8,484

Variable rate demand notes                    -         -     1,900     1,900

Foreign government debt securities            -         -    10,300    10,210

Other                                     2,360     2,355     3,060     3,069

Total available-for-sale short-term
 investments                            307,015   308,380   372,770   377,692

High yield trading debt securities       19,447    20,783    24,784    26,771

Other trading debt securities             2,807     3,042     2,669     2,888

Total available-for-sale and trading
 short-term investments                $329,269  $332,205  $400,223  $407,351

The  following table summarizes the estimated fair value of fixed
rate  securities designated as available-for-sale  classified  by
the  contractual maturity date of the security as of December 31,
2010:

(Thousands of dollars)                                     2010

Due within one year                                      $ 14,953
Due after one year through three years                     82,197
Due after three years                                      19,603
 Total fixed rate securities                             $116,753

In  addition  to  its short-term investments, Seaboard  also  has
trading  securities  related to Seaboard's deferred  compensation
plans  classified  in  other current assets on  the  Consolidated
Balance  Sheets.   See Note 9 for information  on  the  types  of
trading  securities  held  related to the  deferred  compensation
plans  and Note 10 for a discussion of assets held in conjunction
with  investments related to Seaboard's defined  benefit  pension
plan.

 37

Note 3

Inventories

The  following table is a summary of inventories at  the  end  of
each year:

                                                              December 31,
(Thousands of dollars)                                       2010      2009

At lower of LIFO cost or market:
   Live hogs and materials                                 $200,600   $192,999
   Fresh pork and materials                                  24,779     22,398
                                                            225,379    215,397
   LIFO adjustment                                          (24,085)   (22,807)
        Total inventories at lower of LIFO cost or market   201,294    192,590
At lower of FIFO cost or market:
   Grains and oilseeds                                      203,232    174,508
   Sugar produced and in process                             50,190     47,429
   Other                                                     44,013     46,804
        Total inventories at lower of FIFO cost or market   297,435    268,741
Grain, flour and feed at lower of weighted average cost or
 market                                                      35,032     37,256
         Total inventories                                 $533,761   $498,587

The  use  of the LIFO method decreased 2010 and 2008 earnings  by
$780,000  ($0.64  per  common share) and $10,469,000  ($8.42  per
common  share)  and  increased 2009 net earnings  by  $10,898,000
($8.81  per common share), respectively.  If the FIFO method  had
been   used   for  certain  inventories  of  the  Pork   segment,
inventories would have been higher by $24,085,000 and $22,807,000
as of December 31, 2010 and 2009, respectively.

As  of  December  31, 2010, Seaboard had $4,647,000  recorded  in
grain inventories related to its commodity trading business  that
are committed to various customers in foreign countries for which
customer  contract  performance  is  a  heightened  concern.   If
Seaboard  is  unable to collect amounts from these  customers  as
currently estimated or Seaboard is forced to find other customers
for  a  portion  of this inventory, it is possible that  Seaboard
could  incur a material write-down in value of this inventory  if
Seaboard  is  not  successful in selling at the current  carrying
value.   For  similar inventories that existed prior to  December
31, 2009, Seaboard incurred a write-down in the first quarter  of
2009   in   the  amount  of  $8,801,000  (with  no  tax   benefit
recognized), or $7.10 per share and a write-down of $7,010,000 in
2008, including $5,653,000 ($4,940,000 net of tax), or $3.98  per
share, recorded in the fourth quarter of 2008.

Note 4

Investments in and Advances to Affiliates

Seaboard's  investments in and advances to  non-controlled,  non-
consolidated affiliates are primarily related to Butterball,  LLC
(Butterball),  as  discussed  below,  and  businesses  conducting
flour,  maize  and  feed  milling,  and  poultry  production  and
processing.  As of December 31, 2010, the location and percentage
ownership  of  these  affiliates  excluding  Butterball  are   as
follows:   Democratic  Republic of Congo  (50%),  Lesotho  (50%),
Kenya  (35-50%),  Nigeria (25-48%), and Zambia (50%)  in  Africa;
Colombia  (40%) and Ecuador (25-50%) in South America; and  Haiti
(23%)  in the Caribbean.  Also, Seaboard has investments in grain
trading  businesses in Australia (25%), North Carolina (50%)  and
Peru (50%).  Seaboard generally is the primary provider of choice
for  grains,  feed and supplies purchased by these non-controlled
affiliates.  As Seaboard conducts its commodity trading  business
with  third parties, consolidated subsidiaries and affiliates  on
an  interrelated  basis, cost of sales, on affiliates  cannot  be
clearly   distinguished  without  making   numerous   assumptions
primarily with respect to mark-to-market accounting for commodity
derivatives.   In  addition,  Seaboard  has  investments  in  and
advances  to two sugar-related businesses in Argentina  (46-50%).
The  equity  method  is  used to account for  all  of  the  above
investments.

 38

On  December 6, 2010, Seaboard Corporation acquired  a  50%  non-
controlling  voting  interest in Butterball from  Maxwell  Farms,
LLC,   Goldsboro   Milling  Company,  and  GM   Acquisition   LLC
(collectively, the "Maxwell Group") for a cash purchase price  of
$177,500,000.   Butterball is a vertically  integrated  producer,
processor  and  marketer of branded and non-branded  turkeys  and
other  turkey  products.   Seaboard  purchased  its  interest  in
Butterball  from  the Maxwell Group after the Maxwell  Group  had
reacquired  a  49% interest held by Murphy-Brown,  LLC  ("Murphy-
Brown"),  a  subsidiary of Smithfield Foods, Inc.  The  other  50
percent  ownership  interest in Butterball will  continue  to  be
owned  by  the  Maxwell Group.  In connection with the  purchase,
Butterball  also  acquired the live turkey  growing  and  related
assets  of the Maxwell Group and of Murphy-Brown.  As of December
31,  2010,  total assets of $725,464,000 for Butterball  included
intangible  assets of $111,000,000 for trade name and $56,602,000
for  goodwill.   The equity method is used to  account  for  this
investment.

In connection with this transaction, Seaboard provided Butterball
with    a   $100,000,000   unsecured   subordinated   loan   (the
"subordinated loan") with a seven year maturity and  interest  of
15%  per  annum,  comprised of 5% payable in cash  semi-annually,
plus  10% pay-in-kind interest compounded semi-annually and  paid
at maturity.  As part of the subordinated loan, Seaboard received
a  $2,000,000  cash  fee  from Butterball  as  consideration  for
providing this financing that will be amortized over the term  of
the  subordinated  loan.  The amortization related  to  2010  was
recorded  in  interest  income in the Consolidated  Statement  of
Earnings.

In  connection  with  providing the subordinated  loan,  Seaboard
received  detachable warrants, which upon exercise for a  nominal
price,  would enable Seaboard to acquire an additional 5%  equity
interest in Butterball.  Seaboard can exercise these warrants  at
any  time  before December 6, 2020.  Butterball has the right  to
repurchase  the  warrants  for fair market  value.   The  warrant
agreement  essentially provides Seaboard with  a  52.5%  economic
interest as these warrants are in-substance an additional  equity
interest.   Therefore,  Seaboard recorded 52.5%  of  Butterball's
earnings  as Income from Affiliates in the Consolidated Statement
of  Earnings.   However,  all  significant  corporate  governance
matters would continue to be shared equally between Seaboard  and
Maxwell  even  if  the  warrants are exercised,  unless  Seaboard
already  owns  a  majority of the voting rights at  the  time  of
exercise.   The  warrants  qualify  for  equity  treatment  under
accounting standards.  Accordingly, as of December 6,  2010,  the
warrants  were  allocated a value of $10,586,000,  classified  as
Investments  in  and Advances to Affiliates on  the  Consolidated
Balance Sheet, and the subordinated loan was allocated a value of
$89,414,000, classified as Note Receivable from Affiliate on  the
Consolidated   Balance   Sheet,   of   the   total   $100,000,000
subordinated  financing discussed above.   Seaboard monitors  the
credit  quality  of  this  Note  Receivable  from  Affiliate   by
obtaining  and reviewing financial information for this affiliate
on  a  monthly basis and by serving on the Board of Directors  of
this affiliate.

In   addition,  in  connection  with  this  transaction  Seaboard
arranged financing to refinance the existing Butterball debt with
third  party  lenders.   For  these services,  in  December  2010
Seaboard  received  a  cash syndication fee  from  Butterball  of
$4,525,000,  net  of arrangement fees paid to several  banks  who
assisted  with the third party financing.  Since Seaboard  has  a
52.5%  economic interest in Butterball, Seaboard only  recognized
47.5%  of  this  net syndication fee in December  2010  in  Other
Investment Income in the Consolidated Statement of Earnings.  The
remaining  net  syndication fee will be amortized over  the  five
year term of the related Butterball debt.

In  October  2010, Seaboard acquired for $5,000,000  a  25%  non-
controlling   interest  in  a  commodity  trading   business   in
Australia.  Also in October 2010, Seaboard combined its  existing
investment in poultry operations in Africa with another  existing
African  based poultry business.  Seaboard invested an additional
$10,500,000 in this newly combined poultry business for  a  total
investment of $16,988,000, which represents a 50% non-controlling
interest.   This newly combined business has operations primarily
in  Kenya  and  Zambia  and  is also expanding  by  building  new
operations in the Democratic Republic of Congo.

In  July  2010, Seaboard finalized an agreement to  invest  in  a
bakery to be built in Central Africa.  Seaboard will have  a  50%
non-controlling  interest in this business.   The  total  project
cost   is  estimated  to  be  $58,000,000  but  Seaboard's  total
investment  has  not yet been determined pending finalization  of
third  party financing alternatives for a portion of the project.
The  bakery is anticipated to be fully operational in the  second
half  of  2011.  As of December 31, 2010, Seaboard  had  invested
$10,080,000 in this project.

In  March  2010, Seaboard acquired a 50% non-controlling interest
in  an  international commodity trading business located in North
Carolina  for  approximately $7,650,000.  There  was  an  initial
payment  of $6,000,000 made in March 2010, an additional  payment
of  $990,000  in  the fourth quarter of 2010 with  the  remaining
$660,000  to  be paid in the

 39

first half of 2011 upon verification of the balance sheet  as  of
the   date  of  closing  and  collection  of  certain receivables
outstanding.

At  December  31, 2010, Seaboard's carrying value of  certain  of
these  investments  in  affiliates in the Commodity  Trading  and
Milling  segment  was  $12,527,000 more than  its  share  of  the
affiliate's book value.  The excess is attributable primarily  to
the  valuation  of property, plant and equipment  and  intangible
assets.   The amortizable assets are being amortized to  earnings
from affiliates over the remaining life of the assets.

In prior years, Seaboard's equity investments in its Nigerian non-
consolidated  affiliates were written down to zero  and  Seaboard
suspended  use of the equity method of accounting for these  non-
consolidated affiliates as losses allocated to Seaboard  exceeded
the   investment.   During  the  fourth  quarter  of  2009,   the
application  of the equity method of accounting was  resumed  for
these  entities as a result of Seaboard's proportionate share  of
income  exceeded  the share of losses not recognized  during  the
prior  periods.  A significant contributing factor to this change
in  accounting  treatment was the result of one of  the  entities
discontinuing its feed mill operations by selling its trade  name
and certain assets to an entity in exchange for a non-controlling
ownership  in  such  entity,  and a separate  sale  of  land  and
building  to  a  third party for cash.  Seaboard's  proportionate
share   of   these  two  asset  sales  represented  approximately
$2,323,000 of the income from affiliates for 2009.

Combined  condensed financial information of the  non-controlled,
non-consolidated affiliates for their fiscal periods ended within
each of Seaboard's years ended were as follows (the net sales and
net income for the Turkey segment below represent the period from
December 6, 2010 to December 31, 2010):

Commodity Trading and Milling Segment               December 31,

(Thousands of dollars)                      2010       2009       2008

Net sales                               $1,117,440  1,051,621  1,053,818
Net income                              $   47,594     45,867     34,955
Total assets                            $  581,755    412,849    412,555
Total liabilities                       $  250,076    215,146    247,337
Total equity                            $  331,679    197,703    165,218

Sugar Segment                                       December 31,

(Thousands of dollars)                      2010       2009       2008

Net sales                               $   20,132     22,293     20,660
Net income                              $    2,064      2,169        923
Total assets                            $   10,248     11,544     15,506
Total liabilities                       $    3,791      6,265     11,396
Total equity                            $    6,457      5,279      4,110

Turkey Segment                                                 December 31,

(Thousands of dollars)                                            2010

Net sales                                                     $   83,409
Net loss                                                      $   (1,901)
Total assets                                                  $  725,464
Total liabilities                                             $  360,673
Total equity                                                  $  364,791

 40

Note 5

Property, Plant and Equipment

The following table is a summary of property, plant and equipment
at the end of each year:

                                      Useful           December 31,
(Thousands of dollars)                Lives          2010        2009

Land and improvements                 0-15 years $  166,201  $  164,290
Buildings and improvements            30 years      348,160     345,031
Machinery and equipment               3-20 years    727,148     697,656
Vessels and vehicles                  3-18 years    144,380     161,125
Office furniture and fixtures         5 years        26,527      25,769
Construction in progress                             83,896      32,868

                                                  1,496,312   1,426,739

Accumulated depreciation and amortization          (795,181)   (735,396)

  Net property, plant and equipment              $  701,131  $  691,343

During the first half of 2008, Seaboard started operations at its
biodiesel  plant.   The ongoing profitability of  this  plant  is
primarily  based on future sales prices, the price of alternative
inputs, enforcement of government usage mandates and to a  lesser
degree  federal tax credits, which expired at the  end  of  2009.
The  federal tax credit was renewed by Congress in late  December
2010  and  was  made retroactive to January 1, 2010  with  a  new
expiration date of December 31, 2011.  As of December  31,  2010,
Seaboard  performed an impairment evaluation of  this  plant  and
determined there was no impairment based on management's  current
assumptions  of  future production volumes,  sales  prices,  cost
inputs  and  management's  expectation  for  both  federal  usage
mandates  and tax credits.  Based on 2010 experience,  management
estimates   that   government  usage  mandates  will   adequately
compensate  for  the  potential  loss  of  federal  tax  credits.
Management  does  not believe an impairment of  these  assets  is
likely   in   the  near  future  unless  actual  results   differ
significantly from management's current forecast.  The  net  book
value of these assets as of December 31, 2010 was $40,526,000.

During the second quarter of 2009, Seaboard started operations at
its  ham-boning and processing plant in Mexico.  Since that time,
this   plant  has  experienced  certain  difficulties   including
challenges  facing  many U.S. border towns  in  Mexico.   Despite
being  in  operation for over one year and reaching near-capacity
production  levels, overall margins have been below expectations.
As  a  result, management has implemented various changes related
to  this operation and margins improved during the fourth quarter
of  2010.   As  of  December  31,  2010,  Seaboard  performed  an
impairment evaluation of this plant and determined there  was  no
impairment  based  on management's current cash flow  assumptions
and  probabilities  of outcomes.  However, if margins  from  this
operation  do  not meet acceptable levels there is a  possibility
that   management  may  consider  other  alternatives  for   this
facility.  Thus there is a possibility that the recorded value of
this  facility could be deemed impaired during some future period
including  2011, which may result in a charge to  earnings.   The
net  book  value  of  these assets as of December  31,  2010  was
$9,994,000.

 41

Note 6

Goodwill and Intangible Assets, net

Goodwill and intangible assets relate to the 2005 acquisition  of
Daily's, a bacon processor located in the western United  States,
and   the  related  subsequent  repurchase  of  a  noncontrolling
interest of Seaboard Foods LLC in the Pork segment.

The following table is a summary of intangible assets at the end
of each year:

                                                               December 31,
(Thousands of dollars)                                       2010       2009

Intangibles subject to amortization:
   Gross carrying amount:
         Customer relationships                            $ 9,045    $ 9,045
         Covenants not to compete                                -      1,500
                                                             9,045     10,545

   Accumulated amortization:
         Customer relationships                             (6,299)    (5,519)
         Covenants not to compete                                -     (1,350)
                                                            (6,299)    (6,869)
   Net carrying amount:
         Customer relationships                              2,746      3,526
         Covenants not to compete                                -        150
Intangibles subject to amortization, net                     2,746      3,676

Intangibles not subject to amortization:
   Carrying amount-trade names and registered trademarks    17,000     17,000

Total intangible assets, net                               $19,746    $20,676

The amortization expense of amortizable intangible assets for the
years  ended  December  31, 2010, 2009  and  2008  was  $930,000,
$1,610,000,  and $1,610,000, respectively.  Amortization  expense
for the five succeeding years is $250,000 each year.

As  of  December  31, 2010, the Pork segment had  $28,372,000  of
goodwill  and $17,000,000 of other intangible assets not  subject
to  amortization in connection with its acquisition  of  Daily's.
In 2008, revised projected future sales prices as of December 31,
2008  indicated the potential for impairment.  In  addition,  the
overall  downturn  of  the United States economy  and  Seaboard's
stock price trading below book value during the fourth quarter of
2008 provided additional indicators that Seaboard should reassess
its   annual   evaluation  for  impairment  related  to   Daily's
intangible assets.  This reassessment included downward revisions
in  previously  used future projected sales volumes  and  royalty
rate assumptions used in the measurement of Daily's trade name as
a  result  of  the  current economic conditions.   This  analysis
resulted  in a $7,000,000 impairment charge recorded in  cost  of
sales  on  the  Consolidated Statements of  Earnings  during  the
fourth  quarter  of  2008 to write down  the  recorded  value  of
Daily's trade name to its estimated fair value of $17,000,000  as
of December 31, 2008.  After this impairment charge, there was no
indication of potential impairment of goodwill related to Daily's
as  the  revised  estimated  enterprise  fair  value  of  Daily's
exceeded its book value as of December 31, 2008.  As of  July  4,
2010, Seaboard conducted its annual evaluation for impairment  of
this goodwill and other intangible assets related to Daily's and,
based  on current market conditions indicating future sale  price
increases,  additional processed meats sales volumes and  related
levels  of  estimated operating margins determined there  was  no
impairment as of December 31, 2010.

 42

Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2010, 2009 and 2008 differed from the amounts
computed  by applying the statutory U.S. Federal income tax  rate
of  35  percent to earnings (loss) before income taxes  excluding
noncontrolling interest for the following reasons:

                                                 Years ended December 31,
(Thousands of dollars)                          2010      2009       2008

Computed "expected" tax expense excluding
 noncontrolling interest                     $ 127,625  $ 31,572   $ 43,481
Adjustments to tax expense attributable to:
  Foreign tax differences                      (33,322)  (20,332)   (54,232)
  Tax-exempt investment income                    (974)   (1,809)    (2,554)
  State income taxes, net of federal benefit     1,803    (3,010)    (1,966)
  Change in valuation allowance                 (6,189)   (2,146)    (1,977)
  Federal tax credits                           (3,351)   (3,672)    (4,390)
  Change in pension deferred tax                  (329)   (3,508)       335
  Other                                         (4,230)      629     (1,386)
  Total income tax expense (benefit)         $  81,033  $ (2,276)  $(22,689)

Most of Seaboard's foreign tax differences are attributable to  a
significant  portion  of  the earnings  from  Seaboard's  foreign
operations being subject to no income tax or a tax rate which  is
considerably lower than the U.S. corporate tax rate.

Earnings before income taxes consisted of the following:

                                                 Years ended December 31,
(Thousands of dollars)                          2010       2009      2008

United States                                $223,401   $(14,511)  $(28,988)
Foreign                                       141,243    104,717    153,218
Total earnings excluding noncontrolling
 interest                                     364,644     90,206    124,230
Plus earnings attributable to noncontrolling
 interest                                         599        965       (596)
Total earnings before income taxes           $364,045   $ 89,241   $124,826

The components of total income taxes were as follows:

                                                 Years ended December 31,
(Thousands of dollars)                          2010      2009       2008

Current:
  Federal                                    $ 48,814   $    943   $(25,462)
  Foreign                                      15,855      8,454      8,259
  State and local                               2,924       (125)       823
Deferred:
  Federal                                      13,204    (18,216)    (1,280)
  Foreign                                          15     10,285     (1,425)
  State and local                                 221     (3,617)    (3,604)
Income tax expense (benefit)                   81,033     (2,276)   (22,689)
Unrealized changes in other comprehensive
 income                                        (5,443)    (3,206)   (11,525)
  Total income taxes                         $ 75,590   $ (5,482)  $(34,214)

As  of  December  31, 2010 and 2009, Seaboard  had  income  taxes
receivable of $12,234,000 and $4,923,000, respectively, primarily
related  to  domestic  tax jurisdictions  and  had  income  taxes
payable  of  $7,066,000  and $2,048,000, respectively,  primarily
related to foreign tax jurisdictions.

 43

Components of the net deferred income tax liability at the end of
each year were as follows:

                                                           December 31,
(Thousands of dollars)                                    2010       2009

Deferred income tax liabilities:
  Cash basis farming adjustment                         $ 10,724   $ 11,065
  Depreciation                                            98,692    100,815
  LIFO                                                    29,017        242
  Other                                                    3,768      2,233
                                                        $142,201   $114,355
Deferred income tax assets:
  Reserves/accruals                                     $ 67,244   $ 50,097
  Tax credit carryforwards                                 9,554     12,659
  Deferred earnings of foreign subsidiaries                6,274      1,733
  Net operating and capital loss carryforwards            18,727     18,648
  Foreign minimum tax credit carryforward                 10,400     10,104
  Other                                                    3,364        679
                                                         115,563     93,920
Valuation allowance                                       30,664     28,621
  Net deferred income tax liability                     $ 57,302   $ 49,056

Seaboard recognizes interest accrued related to unrecognized  tax
benefits  and  penalties in income tax expense.   For  the  years
ended  December  31,  2010,  2009 and  2008,  such  interest  and
penalties  were  not  material.  The  Company  had  approximately
$1,323,000 and $1,153,000 accrued for the payment of interest and
penalties  on uncertain tax positions at December 31,  2010,  and
2009, respectively.

As  of  December  31, 2010 and 2009, Seaboard had $3,548,000  and
$3,395,000, respectively, in total unrecognized tax benefits  all
of  which,  if recognized, would affect the effective  tax  rate.
Seaboard  does not have any material uncertain tax  positions  in
which  it  is reasonably possible that the total amounts  of  the
unrecognized tax benefits will significantly increase or decrease
within 12 months of the reporting date.  The following table is a
reconciliation of the beginning and ending amount of unrecognized
tax benefits:

(Thousands of dollars)                                     2010       2009

Beginning balance at January 1                          $  3,395   $  3,464
Additions for uncertain tax positions of prior years         596        206
Decreases for uncertain tax positions of prior years        (367)      (184)
Additions for uncertain tax positions of current year         21         32
Settlements                                                  (97)       (15)
Lapse of statute of limitations                                -       (108)
Ending balance at December 31                           $  3,548   $  3,395

Seaboard's  tax  returns are regularly audited by federal,  state
and  foreign  tax  authorities, which may result in  adjustments.
Seaboard's  U.S.  federal income tax returns have  been  reviewed
through  the  2004  tax year.   The statute  of  limitations  has
expired  on the 2005 tax year.  Seaboard's 2006-2008 U.S.  income
tax returns are currently under IRS examination.

As  of  December  31  2010, Seaboard had not  provided  for  U.S.
Federal  Income and foreign withholding taxes on $739,305,000  of
undistributed  earnings  from  foreign  operations  as   Seaboard
intends  to  reinvest such earnings indefinitely outside  of  the
United  States.  Determination of the tax that might be  paid  on
these  undistributed  earnings  if  eventually  remitted  is  not
practical.

 44

Seaboard  had a tax holiday in one foreign country in 2010,  2009
and   2008   which  resulted  in  tax  savings  of  approximately
$3,434,000, $3,259,000 and $1,961,000, or $2.80, $2.63 and  $1.58
per  diluted  earnings  per  common share  for  the  years  ended
December 31, 2010, 2009 and 2008, respectively.  The tax  holiday
expires in 2012.

Management  believes  Seaboard's future taxable  income  will  be
sufficient  for full realization of the net deferred tax  assets.
The  valuation allowance relates to the tax benefits from foreign
net  operating  losses and capital losses.  Management  does  not
believe  these benefits are more likely than not to  be  realized
due to limitations imposed on the deduction of these losses.  The
increase  of $2,043,000 in the valuations allowance for 2010  was
primarily  the  result  of an increase of  foreign  deferred  tax
assets   partially  offset  by  the  realization  of   charitable
contributions and capital loss carryovers. At December 31,  2010,
Seaboard  had foreign net operating loss carryforwards (NOLs)  of
approximately  $61,473,000 a portion of which expire  in  varying
amounts  between  2011  and 2017, while  others  have  indefinite
expiration periods.

At December 31, 2010, Seaboard had state tax credit carryforwards
of  approximately $14,698,000 net of valuation allowance, all  of
which carryforward indefinitely.

Note 8

Notes Payable and Long-term Debt

Notes  payable  amounting  to  $78,729,000  and  $81,262,000   at
December   31,   2010  and  2009,  respectively,   consisted   of
obligations  due  banks on demand or based on Seaboard's  ability
and  intent  to  repay within one year.  At  December  31,  2010,
Seaboard   had  a  committed  bank  line  totaling  $300,000,000,
maturing  July  10,  2013, and uncommitted  bank  lines  totaling
approximately   $164,479,000  of  which   $127,479,000   of   the
uncommitted  lines relate to foreign subsidiaries.   At  December
31,   2010,  there  were  no  borrowings  outstanding  under  the
committed  line and borrowings outstanding under the  uncommitted
lines  totaled  $33,729,000, all related to foreign subsidiaries.
The  uncommitted  borrowings outstanding  at  December  31,  2010
primarily  represented $30,242,000 denominated in  South  African
Rand.  Also included in notes payable at December 31, 2010 was  a
term  note of $45,000,000 denominated in U.S. dollars related  to
the  Sugar  segment in Argentina.  The weighted average  interest
rates  for  outstanding notes payable were  5.79%  and  6.07%  at
December 31, 2010 and 2009, respectively.

At  December  31, 2010, Seaboard's borrowing capacity  under  its
committed and uncommitted lines was reduced by letters of  credit
(LCs)   totaling   $42,578,000,  and  $8,136,000,   respectively,
primarily including $26,385,000 of LCs for Seaboard's outstanding
Industrial  Development  Revenue Bonds  (IDRBs)  and  $20,221,000
related to insurance coverages.

The  notes payable to banks under the credit lines are unsecured.
The  lines  of  credit  do  not  require  compensating  balances.
Facility fees on these agreements are not material.

On  September 17, 2010, Seaboard entered into a credit  agreement
for $114,000,000 at a fixed rate of 5.34% for the financing of  a
replacement power generating facility, which will operate in  the
Dominican Republic as discussed in Note 13.  This credit facility
has  a term of ten years which will commence upon achievement  of
commercial operation which is expected to take place on or  prior
to April 24, 2012.  The credit facility will mature no later than
April  24,  2022 and is secured by the power generating facility.
At  December  31, 2010, $16,352,000 had been borrowed  from  this
credit facility.

 45

The following table is a summary of long-term debt at the end  of
each year:

                                                               December 31,
(Thousands of dollars)                                        2010     2009

Private placements:

 6.21% senior notes, due 2011 through 2012                    2,143    3,214

  6.92% senior notes, due 2012                               31,000   31,000

Industrial Development Revenue Bonds, floating rates
 (1.50% - 1.94% at December 31, 2010) due 2014 through 2027  41,800   41,800

Foreign subsidiary obligation, 5.34%, due 2012 through 2021  16,352        -

Foreign subsidiary obligations, 17.00%, repaid in 2010            -      688

Foreign subsidiary obligation, floating rate                    221      232

Capital lease obligations and other                           1,588    1,935

                                                             93,104   78,869

Current maturities of long-term debt                         (1,697)  (2,337)

 Long-term debt, less current maturities                    $91,407  $76,532

Of  the  2010  foreign  subsidiary obligations,  $16,352,000  was
payable in U.S. dollars, $221,000 was payable in Argentine pesos.
Of   the  2009  foreign  subsidiary  obligations,  $688,000   was
denominated  in  CFA  francs, $232,000 was payable  in  Argentine
pesos.

The  terms  of the note agreements pursuant to which  the  senior
notes,  IDRBs,  bank debt and credit lines were  issued  require,
among  other terms, the maintenance of certain ratios and minimum
net  worth,  the most restrictive of which requires  consolidated
funded   debt   not   to   exceed  50%  of   consolidated   total
capitalization; an adjusted leverage ratio of less  than  3.5  to
1.0; requires the maintenance of consolidated tangible net worth,
as   defined,  of  not  less  than  $1,150,000,000  plus  25%  of
cumulative  consolidated  net income beginning  March  29,  2008;
limits  aggregate dividend payments to $10,000,000  plus  50%  of
consolidated  net  income  less 100% of consolidated  net  losses
beginning  January  1,  2002 plus the  aggregate  amount  of  Net
Proceeds  of  Capital Stock for such period ($645,864,000  as  of
December  31,  2010)  or  $15,000,000  per  year  under   certain
circumstances;  limits  the  sum of subsidiary  indebtedness  and
priority indebtedness to 10% of consolidated tangible net  worth;
and  limits  Seaboard's ability to acquire investments  and  sell
assets  under  certain circumstances.  Seaboard is in  compliance
with  all restrictive debt covenants relating to these agreements
as of December 31, 2010.

Annual  maturities of long-term debt at December 31, 2010 are  as
follows:  $1,697,000 in 2011, $34,182,000 in 2012, $2,191,000  in
2013,  $9,588,000  in  2014, $1,635,000 in 2015  and  $43,811,000
thereafter.

Note 9

Derivatives and Fair Value of Financial Instruments

U.S.  GAAP  discusses several valuation techniques, such  as  the
market  approach (prices and other relevant information generated
by  market conditions involving identical or comparable assets or
liabilities),  the income approach (techniques to convert  future
amounts  to  single present amounts based on market  expectations
including present value techniques and option-pricing),  and  the
cost  approach  (amount  that would be required  to  replace  the
service  capacity  of  an asset which is  often  referred  to  as
replacement  cost).   U.S. GAAP utilizes a fair  value  hierarchy
that  prioritizes  the  inputs to valuation  techniques  used  to
measure fair value into three broad levels.  The following  is  a
brief description of those three levels:

Level 1:  Quoted Prices In Active Markets for Identical Assets  -
Observable  inputs  such as unadjusted quoted  prices  in  active
markets for identical assets or liabilities that the Company  has
the ability to access at the measurement date.

Level 2: Significant Other Observable Inputs - Inputs other  than
quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly.  These include
quoted prices for similar assets or liabilities in active markets
and  quoted prices for identical or similar assets or liabilities
in markets that are not active.

 46

Level  3:  Significant Unobservable Inputs - Unobservable  inputs
that reflect the reporting entity's own assumptions.

The following table shows assets and liabilities measured at fair
value  (derivatives exclude margin accounts) on a recurring basis
as  of December 31, 2010 and also the level within the fair value
hierarchy used to measure each category of assets:

                                            Balance
                                          December 31,
(Thousands of dollars)                       2010    Level 1   Level 2  Level 3

  Assets:
Available-for-sale securities - short-term
 investments:
   Money market funds                      $110,164  $110,164   $     -    $  -
   Corporate bonds                           87,401         -    87,401       -
   Fixed income mutual funds                 60,302    60,302         -       -
   Fixed rate municipal notes and bonds      20,648         -    20,648       -
   U.S. Government agency securities         17,514         -    17,514       -
   U.S. Treasury securities                   7,148         -     7,148       -
   Asset backed debt securities               2,848         -     2,848       -
   Other                                      2,355         -     2,355       -
Trading securities- short term investments:
   High yield debt securities                20,783         -    20,783       -
   Other debt securities                      3,042         -     3,042       -
Trading securities - other current assets:
   Domestic equity securities                13,332    13,332         -       -
   Foreign equity securities                  8,157     4,131     4,026       -
   Fixed income mutual funds                  3,758     3,758         -       -
   Money market funds                         3,208     3,208         -       -
   U.S. Treasury securities                   2,732         -     2,732       -
   U.S. Government agency securities          1,371         -     1,371       -
   Other                                        183       157        26       -
Derivatives:
   Commodities                               15,966    15,9588        -       -
   Interest rate swaps                        1,410         -     1,410       -
   Foreign currencies                           120         -       120       -
   Total Assets                            $382,442  $211,010  $171,432    $  -
   Liabilities:
Derivatives:
   Commodities (1)                         $  9,170  $  9,170  $      -    $  -
   Interest rate swaps                        1,161         -     1,161       -
   Foreign currencies                        11,652         -    11,652       -
 Total Liabilities                         $ 21,983  $  9,170  $ 12,813    $  -
     (1) Excludes $5,163 of option proceeds resulting in a net liability of
         $4,007 as of December 31, 2010.

Financial  instruments consisting of cash and  cash  equivalents,
net  receivables, notes payable, and accounts payable are carried
at cost, which approximates fair value, as a result of the short-
term nature of the instruments.

The  fair  value  of  long-term debt is  estimated  by  comparing
interest  rates  for debt with similar terms and maturities.  The
amortized cost and estimated fair values of investments and long-
term debt at December 31, 2010 and 2009 are presented below:

 47

December 31,                          2010                        2009

(Thousands of dollars)   Amortized Cost  Fair Value  Amortized Cost  Fair Value

Short-term investments,
 available-for-sale        $ 307,015      $308,380      $372,770      $377,692
Short-term investments,
 trading debt securities      22,254        23,825        27,453        29,659
Long-term debt                93,104        96,438        78,869        82,415

While  management believes its derivatives are primarily economic
hedges  of  its firm purchase and sales contracts or  anticipated
sales  contracts, Seaboard does not perform the extensive record-
keeping  required to account for these types of  transactions  as
hedges for accounting purposes.

Commodity Instruments

Seaboard  uses  various  grain, meal,  hog  and  energy  resource
related  futures  and  options  to  manage  its  risk  to   price
fluctuations  for  raw materials and other inventories,  finished
product  sales and firm sales commitments.   From time  to  time,
Seaboard  may enter into speculative derivative transactions  not
directly related to its raw material requirements.  The nature of
Seaboard's market risk exposure has not changed materially  since
December  31, 2009.  Commodity derivatives are recorded  at  fair
value with any changes in fair value being marked to market as  a
component  of  cost  of sales on the Consolidated  Statements  of
Earnings.   Since  these derivatives are  not  accounted  for  as
hedges, fluctuations in the related commodity prices could have a
material impact on earnings in any given period.

At  December 31, 2010, Seaboard had open net derivative contracts
to  purchase  5,880,000 bushels of grain, 2,900 tons  of  soybean
meal  and  43,240,000  pounds of hogs  and  open  net  derivative
contracts to sell 1,806,000 gallons of heating oil.  At  December
31,  2009,  Seaboard had open net derivative  contracts  to  sell
13,955,000 bushels of grain, 1,344,000 gallons of heating oil and
87,900 tons of soybean meal and open net derivative contracts  to
purchase  2,720,000 pounds of hogs.  For the years ended December
31,  2010,  2009  and 2008 Seaboard recognized net  realized  and
unrealized   gains  of  $8,047,000  $7,047,000  and  $36,156,000,
respectively, related to commodity contracts, primarily  included
in cost of sales on the Consolidated Statements of Earnings.

Foreign currency exchange agreements

Seaboard  enters  into  foreign currency exchange  agreements  to
manage  the  foreign currency exchange rate risk with respect  to
certain  transactions denominated in foreign currencies.  Foreign
exchange agreements that were primarily related to the underlying
commodity transaction were recorded at fair value with changes in
value  marked  to market as a component of cost of sales  on  the
Consolidated Statements of Earnings.  Foreign exchange agreements
that were not related to an underlying commodity transaction were
recorded at fair value with changes in value marked to market  as
a  component  of foreign currency gain (loss) on the Consolidated
Statements of Earnings.  Since these agreements are not accounted
for  as  hedges,  fluctuations in the related  currency  exchange
rates could have a material impact on earnings in any given year.

At  December  31,  2010,  Seaboard had trading  foreign  exchange
contracts  to  cover its firm sales and purchase commitments  and
related  trade receivables and payables with notional amounts  of
$183,042,000 primarily related to the South African Rand.

At  December  31,  2009,  Seaboard had trading  foreign  exchange
contracts  to  cover its firm sales and purchase commitments  and
related  trade receivables and payables with notional amounts  of
$193,379,000 primarily related to the South African Rand and  the
Euro.

Forward Freight Agreements (FFAs)

From  time  to  time  the Commodity Trading and  Milling  segment
enters into certain FFAs, viewed as taking long positions in  the
freight market as well as covering short freight sales, which may
or  may  not  result  in  actual losses when  future  trades  are
executed.  At  December 31, 2010 and 2009,  there  were  no  such
agreements outstanding.

Interest Rate Exchange Agreements

In  May 2010, Seaboard entered into three ten-year interest  rate
exchange agreements which involve the exchange of fixed-rate  and
variable-rate  interest payments over the life of the  agreements
without  the  exchange  of  the underlying  notional  amounts  to
mitigate  the  effects  of  fluctuations  in  interest  rates  on
variable  rate debt.  Seaboard pays a fixed rate and  receives  a
variable   rate  of  interest  on  three  notional   amounts   of
$25,000,000 each.  In August 2010,

 48

Seaboard entered into  another  ten-year  interest rate  exchange
agreement with a notional  amount of  $25,000,000  that has terms
similar to those  for  the  other  three  interest  rate exchange
agreements  referred  to  above.  While  Seaboard   has   certain
variable rate debt,  these  interest  rate  exchange   agreements
do  not qualify as hedges for accounting purposes.   Accordingly,
the changes  in  fair  value  of these agreements are recorded in
Miscellaneous, net in the Consolidated Statement of Earnings.

In  December 2008 and again in March 2009, Seaboard entered  into
ten-year interest rate exchange agreements with notional  amounts
of  $25,000,000 each, with similar terms to agreements  discussed
above  to mitigate the effects of fluctuations in interest rates.
In  June  2009,  Seaboard terminated both interest rate  exchange
agreements  and received payments of $3,981,000 to  unwind  these
agreements.

Counterparty Credit Risk

Seaboard  is subject to counterparty credit risk related  to  its
foreign  currency  exchange agreements and interest  rate  swaps,
should the counterparties fail to perform according to the  terms
of   the   contracts.    Seaboard's  foreign  currency   exchange
agreements  have a maximum amount of loss due to credit  risk  in
the  amount  of  $120,000  with two  counterparties.   Seaboard's
interest  rate swaps have a maximum amount of loss due to  credit
risk  in the amount of $1,410,000 with one counterparty. Seaboard
does not hold any collateral related to these agreements.

The  following  table  provides the  amount  of  gain  or  (loss)
recognized  for  each  type  of  derivative  and  where  it   was
recognized in the Consolidated Statement of Earnings for the year
ended December 31, 2010 and 2009:

(Thousands of dollars)

                               2010                         2009
                     Location of Gain or (Loss)  Amount of Gain or (Loss)
                     Recognized in Income on     Recognized in Income on
                            Derivatives                Derivatives

Commodities          Cost of sales-products      $   8,047   $   7,047
Foreign currencies   Cost of sales-products        (18,538)    (27,676)
Foreign currencies   Foreign currency               (1,580)     (1,980)
Interest rate        Miscellaneous, net             (1,309)      5,312

The  following table provides the fair value of  each  type  of
derivative held as of December 31, 2010 and 2009 and where each
derivative is included on the Consolidated Balance Sheets:




(Thousands of dollars)          Asset Derivatives                      Liability Derivatives
                                         2010     2009                               2010      2009
                        Balance                               Balance
                         Sheet               Fair              Sheet                       Fair
                        Location            Value            Location                     Value
                                                                                
Commodities        Other current assets $15,966 $4,610  Other current liabilities  $ 9,170 (1) $2,288
Foreign currencies Other current assets     120    430  Other current liabilities   11,652      5,943
Interest rate      Other current assets   1,410      -  Other current liabilities    1,161          -

     (1)Excludes $5,163 of option proceeds resulting in a net liability of $4,007 as of December 31, 2010.



Note 10

Employee Benefits

Seaboard  maintains  a  defined  benefit  pension  plan  for  its
domestic  salaried and clerical employees and, effective  January
1,  2010, split a portion of employees from this plan into a  new
defined  benefit plan with identical benefits.   Both  plans  are
collectively  referred  to  below  as  "the  Plans."   The  Plans
generally provides eligibility for participation after  one  year
of  service upon attaining the age of 21.  Benefits are generally
based  upon  the number of years of service and a  percentage  of
final average pay.

Seaboard has historically based pension contributions on  minimum
funding   standards  to  avoid  the  Pension   Benefit   Guaranty
Corporation  variable rate premiums established by  the  Employee
Retirement  Income Security Act of 1974.  However, in July  2009,
Seaboard  made a deductible contribution of $14,615,000  for  the
2008  plan year as a result of the significant investment  losses
incurred  in the defined benefit pension plan during  the  fourth
quarter  of  2008.  Management did not make any contributions  in
2010  and currently does not plan on making any contributions  to
the Plans in 2011.

 49

As  part  of  the  split  of  the defined  benefit  pension  plan
discussed  above, on January 1, 2010 Seaboard implemented  a  new
investment  policy  for  each of the  two  separate  plans.   The
difference in target allocation percentages are based on one plan
having  more  current  retirees  and  thus  a  more  conservative
portfolio versus the other plan which can assume greater risk  as
it  will  have  a  longer investment time  horizon.   Assets  are
invested  in the Plans to achieve a diversified overall portfolio
consisting  primarily of individual stocks, money  market  funds,
collective investment funds, bonds and mutual funds.  Seaboard is
willing to accept a moderate level of risk to potentially achieve
higher  investment returns.  The overall portfolios are evaluated
relative  to  customized  benchmarks.   The  investment  strategy
provides  investment  managers' discretion  and  is  periodically
reviewed  by  management for adherence to policy and  performance
against  benchmarks.   Seaboard's asset  allocation  targets  and
actual investment composition within the Plans were as follows:

                                    Actual Composition of Plans at December 31,
                            Target Allocations     2010          2009

Domestic Large Cap Equity        29-40%            31-42%         29%

Domestic Small and Mid Cap
 Equity                           7-10%            12-14%         12%

International Equity             11-16%            11-15%          9%

Fixed Income                     25-42%            22-39%         31%

Alternative investments           6-8%              4-5%           -

Cash and cash equivalents         1-5%              2-3%          19%

As  described in Note 9 to the Consolidated Financial Statements,
U.S.  GAAP  utilizes a fair value hierarchy that prioritizes  the
inputs  to  valuation techniques used to measure fair value  into
three  broad levels.  The following table shows the Plans' assets
measured at estimated fair value as of December 31, 2010 and also
the  level  within the fair value hierarchy used to measure  each
category of assets:

                                 Balance
                               December 31,
(Thousands of dollars)             2010      Level 1  Level 2  Level 3

  Assets:
   Domestic equity securities    $27,411     $27,411  $     -  $     -
   Corporate bonds                19,570           -   19,570        -
   Collective investment funds    12,889           -   12,889        -
   Foreign equity securities       7,410       7,410        -        -
   Fixed income mutual funds       6,073       6,073        -        -
   Money market funds              5,337       5,337        -        -
   U.S. Treasury STRIPS            3,135           -    3,135        -
   Exchange traded funds-equity    3,012       3,012        -        -
   Mutual funds-equities           2,892       2,892        -        -
   Real estate mutual fund         2,042       2,042        -        -
   Exchange traded funds-fixed
    income                         1,787       1,787        -        -
   Municipal bonds                 1,713           -    1,713        -
   Other                             367         204      163        -
   Total Assets                  $93,638     $56,168  $37,470  $     -

Seaboard   also  sponsors  non-qualified,  unfunded  supplemental
executive   plans  and  has  certain  individual,  non-qualified,
unfunded  supplemental retirement agreements for certain  retired
employees.  The unamortized prior service cost is being amortized
over  the  average  remaining  working  lifetime  of  the  active
participants for this plan.  Management has no plans  to  provide
funding for these supplemental executive plans in advance of when
the benefits are paid.

 50

Assumptions used in determining pension information  for  all  of
the above plans were:
                                                  Years ended December 31,
                                                2010        2009       2008
Weighted-average assumptions

 Discount rate used to determine
  obligations                                4.45-5.65%  5.25-6.25%    6.25%

 Discount rate used to determine net
  periodic benefit cost                      5.25-6.25%     6.25%      6.50%

 Expected return on plan assets              7.25-7.75%     7.50%      7.50%

 Long-term rate of increase in compensation
  levels                                     4.00-5.00%  4.00-5.00%  4.00-5.00%

Management  selected  the discount rate based  on  a  model-based
result where the timing and amount of cash flows approximates the
estimated  payouts.  The expected returns on  the  Plans'  assets
assumption  are  based  on the weighted average  of  asset  class
expected  returns  that are consistent with  historical  returns.
The  assumed rate selected was based on model-based results  that
reflect   the  Plans'  asset  allocation  and  related  long-term
projected  returns.   The  measurement  date  for  all  plans  is
December 31.  The unrecognized net actuarial losses are generally
amortized  over  the average remaining working  lifetime  of  the
active participants for all of these plans.

The  changes in the plans' benefit obligations and fair value  of
assets for the Plans, supplemental executive plans and retirement
agreements for the years ended December 31, 2010 and 2009, and  a
statement of the funded status as of December 31, 2010  and  2009
were as follows:

December 31,
                                    2010                        2009

                        Assets exceed  Accumulated   Assets exceed  Accumulated
                         accumulated    benefits      accumulated    benefits
(Thousands of dollars)     benefits   exceed assets    benefits   exceed assets

Reconciliation of benefit
 obligation:
 Benefit obligation at
  beginning of year        $     -      $147,915         $72,627      $ 60,287
 Service cost                1,370         4,997           2,925         3,115
 Interest cost               3,258         5,454           4,572         3,611
 Actuarial losses            4,896        10,013           4,669         1,188
 Benefits paid              (2,563)       (2,317)         (2,504)       (3,790)
 Plan split                 55,648       (55,648)              -             -
 Plan amendments-                -             -               -         1,215
  Benefit obligation at
  end of year             $ 62,609      $110,414         $82,289      $ 65,626
Reconciliation of fair
 value of plan assets:
 Fair value of plan assets
  at beginning of year    $      -      $ 84,829         $58,321      $      -
 Actual return on plan
  assets                     7,106         4,513          14,397             -
 Employer contributions          -         2,070          14,615         3,790
 Benefits paid              (2,563)       (2,317)         (2,504)       (3,790)
 Plan split                 59,152       (59,152)              -             -
 Fair value of plan assets
  at end of year          $ 63,695      $ 29,943         $84,829      $      -
Funded status             $  1,086      $(80,471)        $ 2,540      $(65,626)

The   net  funded  status  of  the  Plans  was  $(2,713,000)  and
$2,540,000  at  December  31, 2010 and 2009,  respectively.   The
accumulated benefit obligation for the Plans was $83,727,000  and
$74,666,000   and  for  the  other  plans  was  $56,120,000   and
$45,381,000   at  December  31,  2010  and  2009,   respectively.
Expected future net benefit payments for all plans during each of
the  next  five years and in aggregate for the five  year  period
beginning  with  the  sixth  year  are  as  follows:  $6,724,000,
$5,355,000,  $5,931,000, $6,424,000, $8,653,000, and $56,459,000,
respectively.

 51

The  amounts  not  reflected  in net periodic  benefit  cost  and
included in accumulated other comprehensive income (AOCI)  before
taxes at December 31, 2010 and 2009 were as follows:

(Thousands of dollars)                          2010      2009

Accumulated loss, net of gain               $ (54,752) $(48,346)
Prior service cost, net of credit              (7,280)   (8,209)
Transitional obligation                           (16)      (32)
Total Accumulated Other Comprehensive Income $(62,048) $(56,587)

The net periodic benefit cost of these plans was as follows:

                                         Years ended December 31,
(Thousands of dollars)                    2010     2009      2008

Components of net periodic benefit cost:
 Service cost
                                        $ 6,367  $ 6,040  $  5,199
 Interest cost                            8,712    8,183     7,510
 Expected return on plan assets          (6,218)  (4,761)   (6,029)
 Amortization and other                   4,046    5,017     1,582
 Net periodic benefit cost              $12,907  $14,479  $  8,262

The  accumulated unrecognized losses for 2008 in the Plan  as  of
December  31,  2008  exceeded  the  10%  deferral  threshold   as
permitted  under  U.S.  GAAP  as  a  result  of  the  significant
investment  losses incurred during 2008.  Accordingly, Seaboard's
pension   expense   for  the  Plan  increased  by   approximately
$3,140,000  for  2009  compared to  2008  as  a  result  of  loss
amortization.   In  addition,  pension  expense  for   the   Plan
increased an additional $1,725,000 for 2009 as compared  to  2008
as  a  result  of  reduced expected return on  assets,  from  the
decline  of assets in the Plan during 2008, partially  offset  by
approximately  $457,000  in  expected  earnings  from  the   2009
contribution discussed above.

The amounts in AOCI expected to be recognized as components of
net periodic benefit cost in 2011 are as follows:

(Thousands of dollars)                                     2011

Accumulated loss, net of gain                            $3,216
Prior service cost, net of credit                           929
Transition obligation                                        16
 Estimated net periodic benefit cost                     $4,161

Seaboard  participates in a multi-employer  pension  fund,  which
covers  certain  union  employees under a  collective  bargaining
agreement.   Seaboard is required to make contributions  to  this
plan  in  amounts  established under  the  collective  bargaining
agreement.   Contribution  expense for this  plan  was  $528,000,
$509,000,  and  $498,000 for the years ended December  31,  2010,
2009 and 2008, respectively.  The applicable portion of the total
plan  benefits  and  net assets of this plan  is  not  separately
identifiable  although Seaboard has received notice  the  pension
fund   was   under   funded.   Seaboard  could,   under   certain
circumstances,  be liable for unfunded vested benefits  or  other
expenses  of this jointly administered union plan.  Seaboard  has
not  established any liabilities for potential future  withdrawal
as such withdrawal from this plan is not probable.

Seaboard maintains a defined contribution plan covering  most  of
its  domestic salaried and clerical employees.  In 2010, Seaboard
contributed  to  this plan an amount equal  to  50%  of  employee
contributions up to a maximum of 6% of employee compensation.  In
2009  and 2008, Seaboard contributed to this plan an amount equal
to  100%  of  employee contributions up to a  maximum  of  3%  of
employee  compensation.  Employee vesting is based upon years  of
service  with  20%  vested  after one  year  of  service  and  an
additional  20%  vesting with each additional  complete  year  of
service.   Contribution  expense for this  plan  was  $1,826,000,
$1,868,000 and $1,812,000 for the years ended December 31,  2010,
2009  and 2008, respectively.  In addition, Seaboard maintains  a
defined  contribution plan covering most of its hourly, non-union
employees  and  two defined contribution plans covering  most  of
Daily's

 52

employees.   Contribution   expense   for    these    plans   was
$1,455,000,  $1,378,000  and  $1,038,000  for  the  years   ended
December 31, 2010, 2009 and 2008, respectively.

Beginning  in  2006, Seaboard established a deferred compensation
plan  which allows certain employees to reduce their compensation
in exchange for values in four investments.  Seaboard also has an
Investment Option Plan which allowed certain employees to  reduce
their compensation in exchange for an option to acquire interests
measured by reference to three investments.  However, as a result
of   U.S.   tax   legislation  passed  in  2004,  reductions   to
compensation  earned after 2004 are no longer allowed  under  the
Investment  Option Plan.  The exercise price for each  investment
option  was established based upon the fair market value  of  the
underlying  investment on the date of grant.  Under  both  plans,
Seaboard  contributes  3% of the employees reduced  compensation.
Seaboard's  expense (income) for these two deferred  compensation
plans, which primarily includes amounts related to the change  in
fair value of the underlying investment accounts, was $4,267,000,
$4,340,000    and    $(9,539,000)    for    the    years    ended
December  31,  2010,  2009 and 2008, respectively.   Included  in
other  liabilities at December 31, 2010 and 2009 are  $28,444,000
and  $22,430,000, respectively, representing the market value  of
the  payable  to the employees upon distribution or exercise  for
each  plan.  In conjunction with these plans, Seaboard  purchased
the   specified   number  of  units  of  the  employee-designated
investment  plus the applicable option price for  the  Investment
Option Plan.  These investments are treated as trading securities
and  are stated at their fair market values.  Accordingly, as  of
December   31,   2010  and  2009,  $32,739,000  and  $26,729,000,
respectively,  were  included  in other  current  assets  on  the
Consolidated Balance Sheets.  Investment income (loss) related to
the  mark-to-market of these investments for 2010, 2009, and 2008
totaled $4,203,000, $4,253,000 and $(9,618,000), respectively.

Note 11

Commitments and Contingencies

In  July 2009, Seaboard Corporation, and affiliated companies  in
its  Commodity  Trading and Milling segment, resolved  a  dispute
with  a  third  party related to a 2005 transaction  in  which  a
portion  of  its  trading operations was sold to a  firm  located
abroad.  As  a  result of this action, Seaboard Overseas  Limited
received approximately $16,787,000, net of expenses, in the third
quarter of 2009.  There was no tax expense on this transaction.

Seaboard is subject to various legal proceedings related  to  the
normal  conduct of its business, including various  environmental
related  actions.  In the opinion of management,  none  of  these
actions  is  expected to result in a judgment having a materially
adverse  effect  on  the  consolidated  financial  statements  of
Seaboard.

Contingent Obligations

Certain  of  the  non-consolidated  affiliates  and  third  party
contractors  who  perform services for Seaboard  have  bank  debt
supporting  their  underlying operations.   From  time  to  time,
Seaboard  will provide guarantees of that debt allowing  a  lower
borrowing rate or facilitating third party financing in order  to
further  business objectives.  Seaboard does not issue guarantees
of  third  parties  for compensation.  As of December  31,  2010,
Seaboard had guarantees outstanding to two third parties  with  a
total maximum exposure of $1,354,000.  Seaboard has not accrued a
liability  for any of the third party or affiliate guarantees  as
management considers the likelihood of loss to be remote.

As  of  December  31, 2010, Seaboard had outstanding  letters  of
credit  (LCs)  with  various banks which  reduced  its  borrowing
capacity under its committed and uncommitted credit facilities as
discussed  in Note 8 by $42,578,000 and $8,136,000, respectively.
Included  in  these  amounts are LCs totaling $26,385,000,  which
support  the IDRBs included as long-term debt and $20,221,000  of
LCs related to insurance coverage.

Commitments

As  of  December 31, 2010 Seaboard had various firm noncancelable
purchase  commitments  and commitments  under  other  agreements,
arrangements  and  operating leases as  described  in  the  table
below:

 53

Purchase commitments                    Years ended December 31,
(Thousands of dollars)          2011     2012    2013    2014   2015 Thereafter

Hog procurement contracts    $182,705 $ 23,638 $20,542 $ 5,065 $     - $      -

Grain and feed ingredients    164,437    2,850     218       -       -        -

Grain purchase contracts for
 resale                       212,501        -       -       -       -        -

Construction of new power
 barge                         69,956    9,613       -       -       -        -

Fuel purchase contract         24,045   17,504       -       -       -        -

Equipment purchases
  and facility improvements    20,844        -       -       -       -        -

Other purchase commitments     15,330   10,008   2,597      71      34      195

Total firm purchase
 commitments                  689,818   63,613  23,357   5,136      34      195

Vessel, time and voyage-
 charter arrangements          68,911   31,568  28,096  12,984  10,585   68,745

Contract grower finishing
 agreements                    11,473   10,372   9,710   9,052   8,609   24,777

Other operating lease
 payments                      17,572   15,413  14,031  13,155  12,739  200,187

Total unrecognized firm
 commitments                 $787,774 $120,966 $75,194 $40,327 $31,967 $293,904

Seaboard  has contracted with third parties for the  purchase  of
live hogs to process at its pork processing plant and has entered
into grain and feed ingredient purchase contracts to support  its
live  hog  operations.  The commitment amounts  included  in  the
table   are   based   on   projected   market   prices   as    of
December 31, 2010.  During 2010, 2009 and 2008, this segment paid
$183,982,000,  $163,047,000  and $155,400,000,  respectively  for
live hogs purchased under committed contracts.

The  Commodity  Trading  and Milling segment  enters  into  grain
purchase  contracts  and  ocean freight contracts,  primarily  to
support firm sales commitments.  These contracts are valued based
on  projected  commodity prices as of December  31,  2010.   This
segment  also  has  short-term freight  contracts  in  place  for
delivery of future grain sales.

The  Marine segment enters into contracts to time-charter vessels
for use in its operations.  These contracts range from short-term
time-charters for a few months and long-term commitments  ranging
from  one  to  ten years.  This segment's charter  hire  expenses
during  2010, 2009 and 2008 totaled $57,606,000, $82,728,000  and
$115,877,000, respectively.

To  support  the  operations of the Pork  segment,  Seaboard  has
contract  grower  finishing agreements in place with  farmers  to
raise  a  portion  of  Seaboard's hogs  according  to  Seaboard's
specifications  under  long-term service agreements.   Under  the
terms of the agreements, additional payments would be required if
the  grower achieves certain performance standards.  The contract
grower  finishing  obligations shown above do not  reflect  these
incentive  payments  which, given current operating  performance,
total approximately $1,500,000 per year.  In the event the farmer
is  unable  to perform at an acceptable level, Seaboard  has  the
right  to  terminate the contract.  During the years ended  2010,
2009  and  2008,  Seaboard  paid  $13,752,000,  $13,703,000   and
$13,389,000,   respectively,  under  contract  grower   finishing
agreements.

Seaboard  also  leases  various facilities  and  equipment  under
noncancelable  operating lease agreements  including  a  terminal
operations  agreement  at the Port of Miami  which  runs  through
2028.    Rental   expense  for  operating  leases   amounted   to
$24,835,000, $26,404,000 and $23,147,000 in 2010, 2009 and  2008,
respectively.

The  Power segment entered into a liquid natural gas contract for
part of 2011 and 2012 related to the new power barge.

 54


Note 12

Stockholders' Equity and Accumulated Other Comprehensive Loss

On  November 6, 2009, the Board of Directors authorized  Seaboard
to  repurchase from time to time prior to October 31, 2011 up  to
$100  million market value of its Common Stock in open market  or
privately  negotiated purchases which may be above or  below  the
traded  market price.  Such purchases may be made by Seaboard  or
Seaboard  may  from  time  to  time  enter  into  a  10b5-1  plan
authorizing  a third party to make such purchases  on  behalf  of
Seaboard.  The stock repurchase will be funded by cash  on  hand.
Any  shares  repurchased will be retired  and  shall  resume  the
status  of authorized and unissued shares.  Any stock repurchases
will be made in compliance with applicable legal requirements and
the  timing  of the repurchases and the number of  shares  to  be
repurchased  at  any given time may depend on market  conditions,
Securities and Exchange Commission regulations and other factors.
The  Board's  stock  repurchase authorization does  not  obligate
Seaboard  to  acquire a specific amount of common stock  and  the
stock  repurchase  program  may  be  suspended  at  any  time  at
Seaboard's  discretion.   As of December  31,  2010,  $70,006,000
remains available for repurchase under this program.  Previously,
shares  were  repurchased from time to time  under  authorization
from the Board of Directors on August 7, 2007 through August  31,
2009.

Seaboard used cash to repurchase 20,879 shares of common stock at
a  total  price  of $29,994,000 in 2010, 3,668 shares  of  common
stock at a total price of $3,370,000 in 2009 and 3,852 shares  of
common stock at a total price of $5,012,000 in 2008.

The  components of accumulated other comprehensive loss,  net  of
related taxes, are summarized as follows:

                                                    Years ended December 31,
(Thousands of dollars)                            2010       2009        2008

Cumulative foreign currency translation
 adjustment                                   $ (81,280) $ (77,576)  $ (68,211)
Unrealized gain on investments                      445      2,579       1,781
Unrecognized pension cost                       (43,072)   (39,789)    (45,273)

   Accumulated other comprehensive loss       $(123,907) $(114,786)  $(111,703)


The  foreign currency translation adjustment primarily represents
the effect of the Argentine peso currency exchange fluctuation on
the  net  assets  of  the  Sugar  segment.   When  the  Argentine
government lifted the one to one parity of the peso to  the  U.S.
dollar  at  the  end  of  2001, the peso lost  significant  value
against the dollar.  At December 31, 2010, the Sugar segment  had
$187,305,000  in  net assets denominated in Argentine  pesos  and
$41,576,000  in  net liabilities denominated in U.S.  dollars  in
Argentina.

With  the  exception  of  the provision related  to  the  foreign
currency translation gains and losses discussed above, which  are
taxed  at  a 35% rate, income taxes for components of accumulated
other comprehensive loss were recorded using a 39% effective  tax
rate.   For 2010 and 2009, the unrecognized pension cost includes
$13,231,000  and $12,740,000, respectively, related to  employees
at  certain  subsidiaries  for which  no  tax  benefit  has  been
recorded.

Stockholders  approved  an amendment to decrease  the  number  of
authorized  shares  of  common stock  from  4,000,000  shares  to
1,250,000 shares at the annual meeting on April 27, 2009.

Note 13

Segment Information

Seaboard   Corporation  had  six  reportable   segments   through
December  31, 2010: Pork, Commodity Trading and Milling,  Marine,
Sugar,  Power  and  Turkey, each offering a specific  product  or
service.   Seaboard's reporting segments are based on information
used  by  Seaboard's Chief Executive Officer in his  capacity  as
chief  operating  decision  maker  to  determine  allocation   of
resources and assess performance.  Each of the six main  segments
is   separately  managed  and  each  was  started   or   acquired
independent of the other segments.  The Pork segment produces and
sells  fresh  and  frozen  pork products to  further  processors,
foodservice  operators, grocery stores, distributors  and  retail
outlets  throughout the United States, and to Japan,  Mexico  and
certain other foreign markets.  The Commodity Trading and Milling
segment  internationally markets wheat, corn, soybean meal,  rice
and  other  similar commodities in bulk to third party  customers
and  to  non-consolidated affiliates.  This segment also operates
flour,  maize  and feed mills in foreign countries.   The  Marine
segment,  based  in Miami, Florida, provides containerized

 55

cargo  shipping services between the United States, the Caribbean
Basin, and Central and South America.  The Sugar segment produces
and  processes  sugar  and  alcohol  in Argentina primarily to be
marketed locally. The Power segment operates as  an   unregulated
independent  power producer in the Dominican Republic  generating
power from a system of diesel engines mounted on two barges.  The
Turkey segment, accounted for using the equity method basis, is a
vertically integrated producer, processor and marketer of branded
and  non-branded turkeys and other turkey products.  Total assets
for  the Turkey segment represents Seaboard's investment  in  and
notes receivable from this affiliate.  Revenues for the All Other
segment are primarily derived from the jalapeno pepper processing
operations.

The  Pork  segment  derives  approximately  11%  percent  of  its
revenues  from  a  few  customers in  Japan  through  one  agent.
Substantially  all  of  its  hourly  employees  at   its   Guymon
processing   plant   are  covered  by  a  collective   bargaining
agreement.   The  Pork segment incurred an impairment  charge  of
$7,000,000  related  to  the Daily's trade  name  in  the  fourth
quarter  of  2008  (see Note 6 for further  discussion).   As  of
December  31, 2010, the Pork segment's ham-boning and  processing
plant  in Mexico had a net book value of $9,994,000.  See Note  5
for  discussion  of the potential for future impairment  of  this
plant.

The  Commodity Trading and Milling segment derives a  significant
portion  of its operating income from sales to a non-consolidated
affiliate  and also derives a significant portion of  its  income
from  affiliates  from  this same affiliate.   During  the  third
quarter  of  2010,  Seaboard acquired a majority  interest  in  a
commodity origination, storage and processing business in  Canada
for   approximately  $6,747,000,  including  $1,169,000  of  cash
acquired,  subject  to final working capital  adjustments.   This
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

Prior  to the first quarter of 2009, the Sugar segment was  named
Sugar   and  Citrus  reflecting  the  citrus  and  related  juice
operations of this business.  During the first quarter  of  2009,
management reviewed its strategic options for the citrus business
in  light  of a continually difficult operating environment.   In
March  2009, management decided not to process, package or market
the 2009 harvest for the citrus and related juice operations.  As
a  result, during the first quarter of 2009, a charge to earnings
primarily  in cost of sales of $2,803,000 was recorded  primarily
to  write-down the value of related citrus and juice  inventories
to  net  realizable  value, considering such remaining  inventory
will   not  be  marketed  similar  to  prior  years  but  instead
liquidated.  In the second quarter of 2009, management decided to
integrate  and  transform  the land previously  used  for  citrus
production  into  sugar  cane production  and  thus  incurred  an
additional  charge  to earnings primarily in  cost  of  sales  of
approximately  $2,497,000 during the second quarter  of  2009  in
connection  with  this change in business.  The  remaining  fixed
assets  from  the  citrus  operations,  primarily  buildings  and
equipment,  have either been sold under long-term  agreements  or
integrated  into  the sugar business.  However, since  such  sale
agreements are long-term and collectibility of the sales price is
not  reasonably assured, the sale is being recognized  under  the
cost  recovery  method and thus the gain on sale,  which  is  not
material, will not be recognized until proceeds collected  exceed
the net book value of the assets sold.

The Power segment sells approximately 34% of its power generation
to  a  government-owned distribution company under  a  short-term
contract that expires around the end of the first quarter in 2011
for  which  Seaboard  bears a concentrated credit  risk  as  this
customer,  from time to time, has significant past due  balances.
In  May 2009, Seaboard received sovereign government bonds of the
Dominican Republic with a par value of $20,000,000 denominated in
U.S.  dollars,  with an 8% tax free coupon rate, to  satisfy  the
same  amount  of  outstanding billings from  this  customer  that
Seaboard had classified as long-term.  During the fourth  quarter
of 2009, Seaboard sold a portion of these bonds with par value of
$9,700,000  resulting  in  an  immaterial  loss.   The  remaining
$10,300,000  par value of bonds was classified as  available-for-
sale short term investments on the Consolidated Balance Sheet  as
of December 31, 2009.  During January and February 2010, Seaboard
sold the remaining bonds resulting in an immaterial loss.

On  March  2,  2009,  an agreement became effective  under  which
Seaboard  will sell its two floating power generating  facilities
in  the  Dominican Republic for $70,000,000, which will use  such
barges  for  private use.  The sale is anticipated to  be  closed
during   the   second  quarter  in  2011.   During  March   2009,
$15,000,000 was paid to Seaboard (recorded as deferred revenue as
of December 31, 2010) and the $55,000,000 balance of the purchase
price  was paid into escrow and will be paid to Seaboard  at  the
closing  of  the sale. The net book value of the two  barges  was
$20,090,000 as of December 31, 2010 and is classified as held for
sale  in  other current assets.  Seaboard ceased depreciation  on
January 1, 2010 for these two barges but will continue to operate
these  two barges until a few weeks

 56

prior to the closing date  of the  sale.  Seaboard will recognize
a  gain  on  sale  of  assets  of  approximately  $50,000,000  in
operating income at the  closing  of the  sale in 2011.  Seaboard
will be responsible for the wind down  and  decommissioning costs
of the barges.  Closing of the sale  is  dependent   upon several
issues,   including   meeting  certain  baseline performance  and
emission tests.  Failure to satisfy  or   cure   any deficiencies
could result in the  agreement  being  terminated  and the   sale
abandoned.     Seaboard    could    be    responsible    to   pay
liquidated damages of up to approximately $15,000,000  should  it
fail  to  perform  its  obligations under  the  agreement,  after
expiration  of  applicable  cure  and  grace  periods.   Seaboard
retained  all other physical properties of this business  and  is
currently  building  a  replacement 106 megawatt  floating  power
generating  facility  for  use  in  the  Dominican  Republic  for
approximately  83,573,000 Euros (approximately  US  $107,650,000)
plus  additional  project  costs for  a  total  of  approximately
$125,000,000.  Operations are anticipated to begin by the end  of
2011 or early 2012, resulting in lower sales during 2011 for this
segment.

The  following  tables  set forth specific financial  information
about  each  segment as reviewed by management,  except  for  the
Turkey   segment  information  discussed  in  Note   4   to   the
Consolidated Financial Statements.  Operating income for  segment
reporting  is  prepared  on  the same  basis  as  that  used  for
consolidated  operating  income.  Operating  income,  along  with
income  from  affiliates for the Commodity  Trading  and  Milling
segment, is used as the measure of evaluating segment performance
because  management  does not consider interest  and  income  tax
expense on a segment basis.

Sales to External Customers:

                                           Years ended December 31,
(Thousands of dollars)              2010            2009            2008

Pork                            $1,388,265      $1,065,338      $1,125,969
Commodity Trading and Milling    1,808,948       1,531,572       1,897,374
Marine                             853,565         737,629         958,027
Sugar                              195,993         142,966         142,148
Power                              124,034         107,074         129,430
All Other                           14,897          16,729          14,856
   Segment/Consolidated Totals  $4,385,702      $3,601,308      $4,267,804

Operating Income:

                                            Years ended December 31,
(Thousands of dollars)              2010             2009            2008

Pork                            $  213,325      $  (15,025)     $  (45,934)
Commodity Trading and Milling       34,432          24,839          96,517
Marine                              47,612          24,113          62,365
Sugar                               31,741            (851)          3,690
Power                               13,424           8,172           7,845
All Other                              832           1,498           1,033
   Segment Totals                  341,366          42,746         125,516
Corporate                          (20,300)        (19,023)         (3,707)
   Consolidated Totals          $  321,066      $   23,723      $  121,809


Income from Affiliates:

                                            Years ended December 31,
(Thousands of dollars)              2010              2009           2008

Commodity Trading and Milling   $   20,983      $   19,128      $   12,629
Sugar                                  980           1,030             455
Turkey                                (998)              -               -
   Segment/Consolidated Totals  $   20,965      $   20,158      $   13,084

 57

Depreciation and Amortization:

                                            Years ended December 31,
(Thousands of dollars)              2010               2009          2008

Pork                            $   50,813      $   53,182      $   53,288
Commodity Trading and Milling        5,165           4,681           4,509
Marine                              22,743          21,772          19,994
Sugar                                7,180           7,732           8,030
Power                                  204           3,783           3,926
All Other                              428             431             415
   Segment Totals                   86,533          91,581          90,162
Corporate                              269             260             219
   Consolidated Totals          $   86,802      $   91,841      $   90,381

Total Assets:

                                                        December 31,
(Thousands of dollars)                              2010            2009

Pork                                            $  761,490      $  774,718
Commodity Trading and Milling                      686,379         521,618
Marine                                             246,902         236,382
Sugar                                              223,223         205,155
Power                                               91,739          75,348
Turkey                                             277,778               -
All Other                                            6,332           8,988
   Segment Totals                                2,293,843       1,822,209
Corporate                                          440,243         514,924
   Consolidated Totals                          $2,734,086      $2,337,133

Investment in and Advances to Affiliates:

                                                        December 31,
(Thousands of dollars)                              2010            2009

Commodity Trading and Milling                   $  140,696      $   79,883
Sugar                                                2,957           2,349
Turkey                                             187,669               -
   Segment/Consolidated Totals                  $  331,322      $   82,232

Capital Expenditures:

                                               Years ended December 31,
(Thousands of dollars)                   2010           2009            2008

Pork                                  $  9,568        $15,188        $ 52,649
Commodity Trading and Milling            2,390          2,650           4,333
Marine                                  28,411         14,697          46,309
Sugar                                   30,620         21,603          30,964
Power                                   31,709             39              53
All Other                                  362             87             311
   Segment Totals                      103,060         54,264         134,619
Corporate                                  276             12              15
   Consolidated Totals                $103,336        $54,276        $134,634

Administrative   services  provided  by  the   corporate   office
allocated to the individual segments represent corporate services
rendered to and costs incurred for each specific segment with  no
allocation to individual segments of general

 58

corporate management oversight costs.   Corporate assets  include
short-term investments,   other   current   assets   related   to
deferred  compensation  plans, fixed assets, deferred tax amounts
and  other  miscellaneous   items.   Corporate  operating  losses
represent  certain  operating costs not specifically allocated to
individual segments.

Geographic Information

Seaboard   had  sales  in  South  Africa  totaling  $420,277,000,
$292,547,000  and $437,362,000 for the years ended  December  31,
2010,  2009  and  2008, respectively, representing  approximately
10%,  8%  and  10% of total sales for each respective  year.   No
other  individual foreign country accounted for 10%  or  more  of
sales to external customers.

The  following table provides a geographic summary of  net  sales
based on the location of product delivery:

                                               Years ended December 31,
(Thousands of dollars)                      2010        2009        2008

Caribbean, Central and South America    $1,702,823  $1,406,749  $1,726,789
United States                            1,079,316     855,412     924,470
Africa                                   1,061,221     969,324   1,269,505
Canada/Mexico                              245,935     146,601     143,665
Pacific Basin and Far East                 198,100     165,721     162,122
Eastern Mediterranean                       78,380      14,964      23,719
Europe                                      19,927      42,537      17,534
 Totals                                 $4,385,702  $3,601,308  $4,267,804

The  following table provides a geographic summary of  Seaboard's
long-lived  assets  according  to  their  physical  location  and
primary port for the vessels:

                                                   December 31,
(Thousands of dollars)                           2010        2009

United States                                 $ 511,908   $ 547,111
Argentina                                       105,298      87,712
Dominican Republic                               56,928      26,239
All other                                        49,197      53,559
 Totals                                       $ 723,331   $ 714,621

At  December  31,  2010  and  2009,  Seaboard  had  approximately
$183,163,000   and   $134,261,000,   respectively,   of   foreign
receivables,  excluding  receivables due from  affiliates,  which
generally  represent more of a collection risk than the  domestic
receivables.   Management  believes its  allowance  for  doubtful
accounts is adequate.

 59

                      Stockholder Information

Board of Directors
_______________________________________________________________________________

Steven J. Bresky                        Joseph E. Rodrigues
Director and Chairman of the            Director
Board                                   Retired, former Executive Vice
President and Chief Executive           President and Treasurer of Seaboard
Officer of Seaboard
                                        Edward I. Shifman, Jr.
David A. Adamsen                        Director and Audit Committee Member
Director and Audit Committee            Retired, former Managing Director and
Member                                  Executive Vice President of
Former Vice President -                 Wachovia Capital Finance
Wholesale Sales,
C&S Wholesale Grocers

Douglas W. Baena
Director and Audit Committee
Chair
Self-employed, engaging in
facilitation of equipment
leasing financings and
consulting


Officers
_______________________________________________________________________________

Steven J. Bresky                  David S. Oswalt
President and Chief Executive     Vice President, Taxation and
Officer                           Business Development

Robert L. Steer                   David H. Rankin
Senior Vice President, Chief      Vice President
Financial Officer
                                  Ty A. Tywater
David M. Becker                   Vice President, Audit Services
Vice President, General Counsel
and Secretary                     John A. Virgo
                                  Vice President, Corporate
Barry E. Gum                      Controller and Chief Accounting
Vice President, Finance and       Officer
Treasurer
                                  Zachery J. Holden
James L. Gutsch                   Assistant Secretary
Vice President, Engineering
                                  Adriana N. Hoskins
Ralph L. Moss                     Assistant Treasurer
Vice President, Governmental
Affairs

Chief Executive Officers of Principal Seaboard Operations
_______________________________________________________________________________

Rodney K. Brenneman                Hugo D. Rossi
Pork                               Sugar

David M. Dannov                    Armando G. Rodriguez
Commodity Trading and Milling      Power

Edward A. Gonzalez
Marine

Stock Transfer Agent and           Availability of Form 10-K Report
Registrar of Stock                 ____________________________________________
________________________________
                                   Seaboard files its  Annual  Report  on  Form
BNY Mellon                         10-K  with   the   Securities  and  Exchange
P.O. Box 3580160                   Commission.   Copies  of  the  Form 10-K for
Pittsburgh, PA 15252-8010          fiscal 2010  are  available  without  charge
(866) 351-3330                     by   writing   Seaboard   Corporation,  9000
                                   West  67th  Street,  Merriam,  Kansas 66202,
Auditors                           Attention:  Shareholder  Relations   or  via
________________________________   the Internet at. http://www.seaboardcorp.
                                   com/investor-sec.aspx
KPMG LLP                           Seaboard provides access to its most  recent
1000 Walnut, Suite 1000            Form 10-K,  10-Q  and  8-K  reports  on  its
Kansas City, Missouri 64106        Internet  website,  free  of charge, as soon
                                   as  reasonably   practicable   after   those
Stock Listing                      reports are electronically  filed  with  the
________________________________   Securities and Exchange Commission.

Seaboard's  common  stock   is
traded   on   the  NYSE   Amex
Equities under the symbol SEB.
Seaboard  had 177 shareholders
of  record of its common stock
as of February 4, 2011.

 60

EX-21

                                          EXHIBIT 21

     SUBSIDIARIES                         NAMES UNDER        STATE OR OTHER
        OF THE                        WHICH SUBSIDIARIES      JURISDICTION
      REGISTRANT                         DO BUSINESS        OF INCORPORATION

African Poultry Development Limited*         Same           Mauritius

Agencias Generales Conaven, C.A.            Conaven         Venezuela

Agencia Maritima del Istmo, S.A.             Same           Costa Rica

Alconoa S.R.L.                               Same           Argentina

BINA Congo Limited                           Same           Bermuda

Butterball, LLC*                             Same           North Carolina

Cape Fear Railways, Inc.                     Same           North Carolina

Cayman Freight Shipping Services, Ltd.*      Same           Cayman Islands

Chestnut Hill Farms Honduras,
 S. de R.L. de C.V.                          Same           Honduras

Compania Industrial de Productos
 Agropecuarios S.A.*                         Same           Colombia

ContiLatin del Peru S.A. *                   Same           Peru

Corporacion Alto Valle, S.A.                ALVASA          Dominican Republic

Delta Packaging Company Ltd.*                Same           Nigeria

Desarrollo Industrial Bioacuatico, S.A.*     DIBSA          Ecuador

Ecuador Holdings, Ltd*                       Same           Bermuda

Eureka Chickens Limited *                    Same           Zambia

Fairfield Rice Incorporated*                 Same           Guyana

Fill-More Seeds Inc.                         Same           Canada

Franquicias Azucareras S.A.*                 Same           Argentina

Global Trading Sierra Leone Limited          Same           Bahamas

Gloridge Bakery (PTY) Limited *              Same           Republic of South
                                                            Africa

Grassmere Holdings Limited                   Same           Mauritius

Green Island Maritime, Inc.                  Same           Florida

High Plains Bioenergy, LLC                   Same           Oklahoma

HPB Biodiesel Inc.                           Same           Delaware

Hybrid Poultry (Mauritius) Limited *         Same           Mauritius

H&O Shipping Limited1                        Same           Liberia

I.A.G. (Zambia) Limited                      Same           Zambia

Ingenio y Refineria San Martin del Tabacal
 S.R.L.                                     Tabacal         Argentina

InterAfrica Grains Ltd.                      Same           Bermuda

Inversiones y Servicios Diversos, S.A.      INVERSA         Guatemala

JacintoPort International LLC                Same           Texas

JP LP, LLC                                   Same           Delaware

Les Moulins d'Haiti S.E.M. (LHM)*            Same           Haiti

Lesotho Flour Mills Limited*                 Same           Lesotho

Life Flour Mill Ltd.*                        Same           Nigeria

LLM Farine S.A.                              Same           Madagascar



                                          EXHIBIT 21
                                         (continued)

Maple Creek Farms, LLC                       Same           Kansas

Merriam Financial Services, Ltd.             Same           Bermuda

Merriam Insurance Company, Ltd.              Same           Cayman Islands

Merriam International Finance B.V.           Same           The Netherlands

Minoterie de Matadi, S.A.R.L.*              Midema          Democratic Republic
                                                            of Congo

Minoterie du Congo, S.A.                    Minoco          Republic of Congo

Mission Funding, L.L.C.                      Same           Delaware

Moderna Alimentos, S.A.*                     Same           Ecuador

Molinos Champion, S.A.*                      Same           Ecuador

Mount Dora Farms de Honduras, S.R.L.         Same           Honduras

Mount Dora Farms Inc.                      Same and         Florida
                                       SeaRice Caribbean

National Milling Company of Guyana, Inc.   Namilco          Guyana

National Milling Corporation Limited       Namilco          Zambia

Plum Grove Pty Ltd.                          Same           Australia

Premier Feeds Mills Company Limited*         Same           Nigeria

Productores de Alcoholes y Melaza S.A.*      PAMSA          Argentina

PS International, LLC                        Same           Delaware

Rafael del Castillo & Cia. S.A. *        Molinos Tres       Colombia
                                           Castillos

Representaciones Maritimas y Aereas, S.A.   REMARSA         Guatemala

Representaciones y Ventas S.A.*              Same           Ecuador

Sea Cargo, S.A.                              Same           Panama

Seaboard Bulk Services, Ltd.                 Same           Bermuda

Seaboard de Colombia, S.A.                   Same           Colombia

Seaboard de Mexico USA LLC2                  Same           Delaware

Seaboard de Nicaragua, S.A.                  Same           Nicaragua

Seaboard del Peru, S.A.                      Same           Peru

Seaboard Farms of Athens, Inc.               Same           Kansas

Seaboard Farms of Elberton, Inc.             Same           Kansas

Seaboard Foods LLC                           Same           Oklahoma

Seaboard Foods of Missouri, Inc.             Same           Missouri

Seaboard Freight & Shipping Jamaica Limited  Same           Jamaica

Seaboard Guyana Ltd.                         Same           Bermuda

Seaboard Honduras, S. de R.L. de C.V.        Same           Honduras

Seaboard Marine Bahamas, Ltd.                Same           Bahamas

Seaboard Marine of Haiti, S.E.               Same           Haiti

Seaboard Marine Ltd.3                        Same           Liberia

Seaboard Marine of Florida, Inc.             Same           Florida



                                          EXHIBIT 21
                                         (continued)

Seaboard Marine (Trinidad) Limited           Same           Trinidad

Seaboard Minoco Ltd.                         Same           Bermuda

Seaboard MOZ Limited                         Same           Bermuda

Seaboard (Nigeria) Limited                   Same           Nigeria

Seaboard Overseas Colombia Limitada          Same           Colombia

Seaboard Overseas (IOM) Ltd.                 Same           Isle of Man

Seaboard Overseas Limited                    Same           Bermuda

Seaboard Overseas Management Company, Ltd.   Same           Bermuda

Seaboard Overseas Trading and Shipping
 (PTY) Ltd.                                  Same           South Africa

Seaboard Ship Management Inc.                Same           Florida

Seaboard Solutions de Honduras, S.de R.L.    Same           Honduras

Seaboard Solutions, Inc.                     Same           Delaware

Seaboard Trading and Shipping Ltd.           Same           Kansas

Seaboard Transport Canada, Inc.              Same           Delaware

Seaboard Transport Inc.                      Same           Oklahoma

Seaboard West Africa Limited*                Same           Sierra Leone

Seaboard Zambia Ltd.                         Same           Bermuda

SEADOM, S.A.                                 Same           Dominican Republic

SeaMaritima, S.A. de C.V.                    Same           Mexico

SeaRice Limited                              Same           Bermuda

SeaRice Guyana, Inc.                         Same           Guyana

Secuaconti, S.A. *                         Molidor          Ecuador

Secuador Limited                             Same           Bermuda

SEEPC (Nigeria) Ltd.*                        Same           Nigeria

Servicios Maritimos Intermodales, C.A.       Same           Venezuela

Shawnee Funding, Limited Partnership         Same           Delaware

Shawnee GP LLC                               Same           Delaware

Shawnee LP LLC                               Same           Delaware

Shilton Limited                              Same           Cayman Islands

Shilton Zambia, Ltd.                         Same           Zambia

SSI Ocean Services, Inc.                     Same           Florida

Stewart Southern Railway Inc. *              Same           Canada

T-S Shared Operations, LLC*                  Same           Missouri

Top Feeds Limited*                           Same           Nigeria

Transcontinental Capital Corp. (Bermuda)
 Ltd.                                        TCCB           Bermuda

Unga Farmcare (East Africa) Limited*         Same           Kenya

Unga Holdings Limited*                       Same           Kenya



Unga Limited*                                Same           Kenya

Unga Millers (Uganda) Limited*               Same           Uganda

Zenith Investment Limited*                   Same           Nigeria

1 Owns eight foreign ship holding company subsidiaries
2 Owns three Mexican incorporated subsidiaries
3 Owns twelve foreign ship holding company subsidiaries
*Represents a non-controlled, non-consolidated affiliate.

EX-31.1

                                                          Exhibit 31.1

                            CERTIFICATIONS

I, Steven J. Bresky, certify that:

  1.  I  have  reviewed this annual report on Form  10-K  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 15d-
  15(e)) and internal control over financial reporting (as defined  in
  Exchange  Act Rules 13a-15(f) and 15d-15(f)) 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)  Designed  such internal control over financial reporting,  or
     caused  such  internal  control over financial  reporting  to  be
     designed  under our supervision, to provide reasonable  assurance
     regarding  the  reliability  of  financial  reporting   and   the
     preparation  of  financial statements for  external  purposes  in
     accordance with generally accepted accounting principles;

     c)  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

     d)  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: March 9, 2011

                            /s/ Steven J. Bresky
                            Steven J. Bresky, President and
                            Chief Executive Officer

EX-31.2

                                                          Exhibit 31.2

                            CERTIFICATIONS

I, Robert L. Steer, certify that:

  1.  I  have  reviewed this annual report on Form  10-K  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 15d-
  15(e)) and internal control over financial reporting (as defined  in
  Exchange  Act Rules 13a-15(f) and 15d-15(f)) 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)  Designed  such internal control over financial reporting,  or
     caused  such  internal  control over financial  reporting  to  be
     designed  under our supervision, to provide reasonable  assurance
     regarding  the  reliability  of  financial  reporting   and   the
     preparation  of  financial statements for  external  purposes  in
     accordance with generally accepted accounting principles;

     c)  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

     d)  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: March 9, 2011

                            /s/ Robert L. Steer
                            Robert L. Steer, Senior Vice President,
                            Chief Financial Officer

EX-32.1

                                                       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 Annual Report on Form  10-K
for   the  fiscal  year  ended December 31, 2010  (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: March 9, 2011

                                 /s/ Steven J. Bresky
                                 Steven J. Bresky, President and
                                 Chief Executive Officer

EX-32.2

                                                       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 Annual Report on Form  10-K
for  the  fiscal  year  ended  December 31, 2010  (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: March 9, 2011

                               /s/ Robert L. Steer
                               Robert L. Steer, Senior Vice President,
                               Chief Financial Officer