<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2a.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
<TEXT>


                      SEABOARD CORPORATION
               SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
        AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001


                            ARTICLE I
                      ESTABLISHMENT OF PLAN

     Seaboard  Corporation  established the Seaboard  Corporation
Supplemental Executive Retirement Plan which plan was amended and
restated  effective January 1, 1998.  The plan is hereby  further
amended and restated effective January 1, 2001 and is renamed the
"Seaboard Corporation Supplemental Executive Benefit Plan."


                           ARTICLE II
                           DEFINITIONS

     The  following definitions shall apply for purposes of  this
Plan:

     "Code" means the Internal Revenue Code of 1986 as from  time
to time amended.

     "Company"    means   Seaboard   Corporation,   a    Delaware
corporation.

     "Eligible  Employee" means, with respect  to  any  Year,  an
employee of the Company or of a Subsidiary who has completed  one
year  of  service  as defined for purposes of eligibility  for  a
matching contribution under the 401(k) Plan and who meets  either
or  both  of  the  following  qualifications:   (i)  has  made  a
compensation  reduction election for such year  pursuant  to  the
provisions of the Option Plan, and (ii) has received compensation
for  such  Year  that is not included as compensation  under  the
401(k) Plan solely on account of the limitation on the amount  of
compensation that can be taken into account under the 401(k) Plan
for such Year under Section 401(a)(17) of the Code.

     "401(k) Plan" means the Retirement Savings Plan for Seaboard
Corporation  as amended and restated effective January  1,  1999,
and as amended from time to time.

     "Option"  means  a discretionary option to  purchase  Shares
granted under the Option Plan but that is granted pursuant to the
provisions of this Plan.

     "Option  Plan"  means  the Seaboard  Corporation  Investment
Option  Plan  established by the Company  effective  December  1,
2000, as amended from time to time.

     "Plan" means the Seaboard Corporation Supplemental Executive
Benefit  Plan  as set forth herein and as amended  from  time  to
time.

     "Shares"  means shares of selected investments that  may  be
purchased pursuant to Options granted under the Option Plan.

     "Subsidiary"  means  any  wholly-owned  subsidiary  of   the
Company.

     "Supplemental Amount" means an amount expressed in terms  of
dollars equal to the sum of (i) 3% of the amount, if any, of  the
reduction in the Eligible Employee's compensation elected by  the
Eligible  Employee under the Option Plan (but only to the  extent
that  absent  such reduction election such reduced amounts  would
have  been  paid  to  the  Eligible Employee  after  becoming  an
Eligible Employee hereunder) and (ii) 3% of the amount,  if  any,
of  the  Eligible Employee's compensation received for  the  Year
that is not included as compensation under the 401(k) Plan solely
on  account of the limitation on the amount of compensation  that
can  be  taken into account under the 401(k) Plan for  such  Year
under Section 401(a)(17) of the Code (but only to the extent such
excess compensation amount is paid to the Eligible Employee after
becoming  an  Eligible Employee hereunder).   In  the  event  the
401(k)  Plan  is amended to change the percentage of compensation
that represents the maximum matching contribution permitted under
the  401(k) Plan (currently 3% of compensation), then the  figure
"3%" in each place it appears in the preceding sentence shall  be
deemed  to  instead be such revised percentage under  the  401(k)
Plan effective as of the effective date of such amendment to  the
401(k) Plan.

     "Year" means a 12-month period beginning each January 1  and
ending each succeeding December 31.


                           ARTICLE III
                             BENEFIT

     Except as otherwise provided herein, the Company will  grant
to  each Eligible Employee with respect to each Year one or  more
Options to purchase Shares under the Option Plan.  The number  of
Shares subject to an Option will be determined in accordance with
the following formula:

          The   Supplemental  Amount  divided  by   the
          product  of  (i)  the Fair Market  Value  (as
          defined in the Option Plan) of the Shares  at
          the  time  of the Option grant and  (ii)  the
          Discount Percentage (as defined in the Option
          Plan).

      If  the  Options are granted with respect to more than  one
type  of  Shares  then the above formula shall be determined  for
each  type  of  Shares  with  respect  to  the  portion  of   the
Supplemental  Amount allocated to such type of  Shares.   Options
shall  be  granted  at such time or times as  determined  by  the
Company  in  its  sole and absolute discretion.  If  an  Eligible
Employee  ceases  to  be  an Eligible  Employee  for  any  reason
whatsoever,  including on account of the death  of  the  Eligible
Employee,  then no further Options shall be granted with  respect
to  such former Eligible Employee; provided, however, the Company
may  in  its  sole and absolute discretion grant an  Option  with
respect  to  a  Supplemental Amount for which an Option  was  not
granted prior to the time the former Eligible Employee ceased  to
be  an Eligible Employee.  Options granted pursuant to this  Plan
shall  be  subject to a vesting schedule parallel to the  vesting
schedule  under  the  401(k) Plan and  based  upon  the  Eligible
Employee's  years of service for vesting purposes  as  determined
under the 401(k) Plan.  Except as otherwise provided herein,  the
terms  and  provisions  of  such  Options  shall  be  established
pursuant to the provisions of the Option Plan.

      Notwithstanding the preceding provisions  of  this  Article
III,  the  Company may in its sole and absolute  discretion  with
respect to any Eligible Employee for any Year pay to the Eligible
Employee a cash amount equal to the Supplemental Amount, if  any,
in  lieu of granting to the Eligible Employee one or more Options
as provided above in this Article III.


                           ARTICLE IV
                         ADMINISTRATION

     This  Plan  shall be interpreted, construed and administered
by  the  Company  in  its sole and absolute  discretion  and  all
decisions  and determinations of the Company hereunder  shall  be
binding  upon  all  Eligible Employees and their  successors  and
assigns.


                            ARTICLE V
                      NO EMPLOYMENT RIGHTS

     The adoption of this Plan does not give any person any right
to  be  retained  in  the employ of the Company,  and  no  rights
granted  under the Plan shall be construed as creating a contract
of  employment.  The right and power of the Company to dismiss or
discharge any person is expressly reserved.


                           ARTICLE VI
                    AMENDMENT AND TERMINATION

     The  Company can amend or terminate the Plan at any time  in
its sole discretion.


                           ARTICLE VII
                          GOVERNING LAW

     The  provisions  of this Plan shall be governed,  construed,
enforced  and  administered in accordance with the  laws  of  the
State of Kansas.


                          ARTICLE VIII
                            HEADINGS

     The  headings  have been inserted for convenience  only  and
shall not affect the meaning or interpretation of the Plan.



     IN  WITNESS WHEREOF, the Company has caused this Plan to  be
executed  this 28th day of February, 2001,  by  its
duly authorized officer.



                              SEABOARD CORPORATION



                              By: /s/ Robert Steer
                              Title: Senior Vice President & CFO

Attest: /s/ David M. Becker
Title: VP - General Counsel


</TEXT>
</DOCUMENT>
