<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>ex10-8.txt
<DESCRIPTION>REGISTRANT'S STOCK PLEDGE AGREEMENT
<TEXT>




                     STOCK PLEDGE AGREEMENT


      THIS  STOCK PLEDGE AGREEMENT (the "Agreement") is made  and
entered  into  this  ___ day of January,  2002,  by  and  between
Seaboard   Flour   Corporation,  a  Delaware   corporation   (the
"Pledgor"), and Seaboard Corporation, a Delaware corporation (the
"Pledgee").

                           WITNESSETH:

      WHEREAS, the Pledgor is the beneficial owner of One Hundred
Thousand  (100,000) shares of the common voting stock of  Pledgee
(the  "Pledged Shares") represented in the corporate  records  of
Pledgee by certificate No. 1505; and

      WHEREAS, concurrently with the execution of this Agreement,
the  Pledgor  is  executing  and  delivering  to  the  Pledgee  a
promissory  note  (together  with  all  renewals  and  extensions
thereof,  the  "Note") in the face amount  of  Nine  Million  One
Hundred  Three Thousand Five Hundred Eighteen and 29/100  Dollars
($9,103,518.29), together with interest on all principal  amounts
outstanding  thereunder,  and any other obligations  or  advances
owed  by Pledgor to Pledgee, now or in the future, including  all
applicable interest (such amounts, the "Obligations"); and

      WHEREAS, the Pledgee desires to secure the repayment of the
Obligations  by the pledge of the Pledged Shares upon  the  terms
and conditions hereinafter set forth.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual promises and agreements herein contained, the Pledgor  and
Pledgee hereby agree as follows:

1.   Pledge.  As security for the due and punctual payment of all
     amounts due and payable pursuant to the Note and the Obligations,
     together  with accrued interest thereon, the Pledgor  hereby
     pledges, hypothecates, assigns, transfers, sets over and grants
     to the Pledgee, its successors and assigns a security interest in
     and lien upon all of the Pledgor's right, title and interest in
     and to the Pledged Shares, as identified on the attached Schedule
     1.   Concurrently herewith, the Pledgor has delivered to the
     Pledgee the Pledged Shares, together with the attached stock
     power duly endorsed in blank.  Said certificate and the Pledged
     Shares shall be held and disposed of by the Pledgee in accordance
     with the terms and conditions of this Agreement.  The Pledgee is
     hereby authorized with respect to the Pledged Shares, whether or
     not there has been any default in the payment or the performance
     of any obligation secured by the Pledged Shares, to endorse the
     Pledged Shares in the name of the Pledgor and cause any part or
     all of the Pledged Shares to be transferred of record into the
     Pledgee's name or the name of its nominee.  During the term of
     the  pledge made hereunder, any additional shares of  stock,
     rights,  warrants,  securities or other property  issued  or
     distributed upon or in respect of any of the Pledged Shares,
     including any and all such property issued or distributed as the
     result  of any stock dividends, stock splits, reverse  stock
     splits,  recapitalizations,  reorganizations,  exchanges  or
     substitutions or other distribution, whether in liquidation or
     otherwise, shall be immediately pledged, delivered, paid and set
     over  by  the Pledgor to the Pledgee hereunder as additional
     collateral and shall constitute Pledged Shares for purposes of
     this Agreement.  Pledgor's delivery of such additional shares of
     stock, rights, warrants, securities and other property shall be
     deemed to constitute the delivery and pledge thereof to  the
     Pledgee pursuant to this Agreement.

2.   Margin  Requirements.  Pledgor shall maintain a  25%  margin
     (equivalent to a 75% loan to value or 133% collateral coverage)
     as  long  as  the  outstanding  Obligations  do  not  exceed
     $8,000,000.00.  Pledgor shall maintain a 35% margin (equivalent
     to a 65% loan to value or 153% collateral coverage) as long as
     the  outstanding Obligations exceed $8,000,000.00 but do not
     exceed  $10,000,000.00.  Pledgor shall maintain a 50% margin
     (equivalent to a 50% loan to value or 200% collateral coverage)
     as long as the outstanding Obligations exceed $10,000,000.00.  If
     at  any  time  hereunder the above-stated  margins  are  not
     maintained,  Pledgor shall promptly pay down the outstanding
     Obligations or provide additional shares of Pledgee (which shall
     constitute  Pledged  Shares hereunder) or  other  collateral
     acceptable to Pledgee, such that the margins are maintained.

3.   Representations,  Warranties  and  Covenants.   The  Pledgor
     represents, warrants and agrees as follows:

     a.   The Pledgor has the unrestricted right, power and authority
          to execute this Agreement, to perform the Pledgor's obligations
          hereunder and to transfer and create a security interest in the
          Pledged Shares in the manner and for the purpose contemplated
          hereby.

     b.   The pledge and delivery of the Pledged Shares pursuant to
          this Agreement create a valid and perfected first priority
          security interest in the Pledged Shares in favor of the Pledgee.

4.   Events of Default.  The occurrence of any one or more of the
     following events shall constitute a default hereunder (each an
     "Event of Default"):

     a.   the  Pledgor's default in the performance of any of the
          terms, agreements or covenants of this Agreement and the
          expiration of thirty (30) days' notice and opportunity to cure
          such Event of Default; or

     b.   an event of default as specifically defined in the Note or
          any other default with regard to the Obligations; or

     c.   the  dissolution, termination of existence, insolvency,
          suspension of active business or business failure of or by the
          Pledgor; or

     d.   the making of any general assignment for the benefit of
          creditors by the Pledgor or the commencement by the Pledgor of a
          voluntary case under any applicable bankruptcy, insolvency or
          other similar law now or hereafter in effect; or

     e.   the appointment of a receiver, trustee or other similar
          official for all or substantially all of the Pledgor's property
          or assets, or the filing of a bankruptcy petition against the
          Pledgor in a court of competent jurisdiction that commences an
          involuntary case under any applicable bankruptcy, insolvency or
          other similar law now or hereafter in effect, which appointment
          or petition is not contested by the Pledgor, or which appointment
          or petition is not removed or dismissed within ninety (90) days;
          or

     f.   acceleration of the maturity of any liability or obligation
          of  the Pledgor to anyone other than the Pledgee, which
          acceleration has a material adverse effect on the Pledgee; or

     g.   service of any warrant of attachment or garnishment or the
          making or issuance of any lien, levy or similar process on or
          with respect to the Pledgor which has a material adverse effect
          on the Pledgee and which remains in effect for, or is not
          removed, dismissed or vacated within, ninety (90) days.

5.   Dividends and Voting Rights.  So long as no Event of Default
     shall have occurred and be continuing, the Pledgor shall  be
     entitled (a) to receive any and all cash dividends declared and
     paid in respect of the Pledged Shares (other than liquidating
     dividends) and (b) to exercise any and all voting and  other
     consensual rights in respect thereof.  The Pledgor shall give the
     Pledgee at least five (5) days' prior written notice of  the
     manner in which it intends to exercise any such right or the
     reasons for refraining from exercising such right.  So long as no
     Event of Default shall have occurred and be continuing, if the
     Pledged Shares or any part thereof shall have been transferred
     into the name of the Pledgee or its nominee, upon the written
     request of the Pledgor, the Pledgee or its nominee shall execute
     and deliver to the Pledgor appropriate powers of attorney or
     proxies to vote the Pledged Shares.

6.   The  Pledgee's  Remedies  Upon Default.   If  any  Event  of
     Default shall have occurred, the Pledgee may do any one or more
     of the following in such order as it may elect:

     a.   cause any or all of the Pledged Shares to be transferred
          into its name or that of its nominee and obtain registration of
          such transfer or transfers, regardless of whether such action
          effects a foreclosure of the pledge evidenced hereby, without
          relieving the Pledgor of its obligations under Article Nine of
          the Uniform Commercial Code, as enacted in the State of Kansas
          (the "Uniform Commercial Code"), the Pledgor hereby irrevocably
          constituting and appointing the Pledgee and any nominee of the
          Pledgee the attorney-in-fact of the Pledgor for such purpose,
          with full power of substitution; and

     b.   vote any or all of the Pledged Shares or revoke any or all
          proxies or powers of attorney given to the Pledgor and give any
          or all consents, waivers and ratifications in respect thereof and
          otherwise act with respect thereto as though it were the outright
          owner thereof, the Pledgor hereby irrevocably constituting and
          appointing the Pledgee and any nominee of the Pledgee the proxy
          and attorney-in-fact of the Pledgor for such purpose, with full
          power of substitution; and

     c.   receive all dividends and all other distributions of any
          kind on any or all of the Pledged Shares.

7.   Other Rights and Remedies.  The rights and remedies afforded
     to the Pledgee hereunder shall be cumulative and in addition to
     and  not in limitation of any rights and remedies which  the
     Pledgee may have under applicable law, including the Uniform
     Commercial Code.  The exercise or partial exercise of any right
     or remedy of the Pledgee hereunder or under applicable law shall
     not preclude or prejudice the further exercise of that right or
     remedy  or the exercise of any other right or remedy of  the
     Pledgee.

8.   Waiver.  No delay or omission on the part of the Pledgee  in
     exercising any right hereunder shall operate as a waiver of such
     right or any other right hereunder or under any instrument or
     agreement  evidencing or relating to any of the  obligations
     secured hereby.  A waiver on any one occasion shall  not  be
     construed as a bar or waiver of any right or remedy on any future
     occasion.

9.   Return of Pledged Shares.  Promptly following the receipt by
     the Pledgee of payment in full of the Note in accordance with its
     terms, the Pledgee will, upon written demand by the Pledgor,
     redeliver to the Pledgor the Pledged Shares, any stock powers
     related thereto and any other collateral held pursuant to this
     Agreement, without recourse to the Pledgee.

10.  Notices.    All   notices,  requests,  demands   and   other
     communications under this Agreement shall be in writing and shall
     be  deemed to have been duly given on the date of service if
     personally served on the party to whom such communication is to
     be given, or on the third day after mailing if mailed to the
     party to whom such communication is to be given by first class
     mail, postage prepaid, and properly addressed as follows:

     The Pledgor:

     Seaboard Flour Corporation
     822 Boylston Street, Suite 301
     Chestnut Hill, Massachusetts  02467
     Attn: H. H. Bresky

     The Pledgee:

     Seaboard Corporation
     9000 West 67th Street
     Shawnee Mission, Kansas  66202
     Attn: Legal Affairs

11.  Expenses.   The Pledgor will upon demand pay to the  Pledgee
     the amount of any and all reasonable expenses, including the
     reasonable fees and expenses of its counsel and of any experts
     and agents, whether or not involving a case or proceeding before
     any  federal or state court, that the Pledgee may  incur  in
     connection with (a) the administration of this Agreement, (b) the
     custody or preservation of, or the sale of, collection from or
     other  realization upon, any of the Pledged Shares, (c)  the
     exercise or enforcement of any of the rights of the  Pledgee
     hereunder,  or (d) the failure by the Pledgor to perform  or
     observe any of the provisions hereof.

12.  Indemnification.   Neither the Pledgee,  nor  any  director,
     officer, agent or employee of the Pledgee, shall be liable for
     any action taken or omitted to be taken by it or them hereunder
     or in connection herewith, except for its or their own gross
     negligence or willful misconduct.  The Pledgor hereby agrees to
     indemnify  and  hold harmless the Pledgee and its  officers,
     directors, employees, agents, representatives, successors and
     assigns from and against any and all liability incurred by any of
     them hereunder or in connection herewith, unless such liability
     shall be due to its or their own gross negligence or willful
     misconduct.

13.  Binding.   This  Agreement and all of the provisions  hereof
     shall be binding upon and shall inure to the benefit of  the
     parties  hereto  and their respective legal representatives,
     successors and assigns and may be amended only by a  written
     instrument signed by each of the parties hereto.

14.  Continuing  Pledge.   The  pledge made  hereunder  is  of  a
     continuing nature and applies to any and all debt of the Pledgor
     owing to the Pledgee under the Note or the Obligations, and the
     Pledgee may continue to make advances to the Pledgor at any time
     and from time to time in reliance upon the pledge made hereunder
     until the Pledgee actually receives written notice from  the
     Pledgor of the discontinuance hereof in respect of any  debt
     arising or incurred by the Pledgor under the Note or any other
     Obligations; provided, however, that the receipt of such notice
     shall  not in any way whatsoever impair, affect, release  or
     discharge the Pledgee's lien on or rights with respect to any of
     the Pledged Shares or impair or affect in any way any of the
     Pledgee's rights, powers, remedies or authority hereunder in
     respect of any debt or obligation under the Note or any other
     Obligations arising or incurred prior to the Pledgee's receipt of
     such notice, and that this pledge shall remain in effect until
     all  such  debt or obligation under the Note  or  any  other
     Obligations arising or incurred prior to such receipt, and all
     interest thereon, has been fully paid or satisfied.

15.  Counterparts.  This Agreement may be executed in any  number
     of counterparts, each of which shall be deemed to be an original
     and altogether but one instrument.

16.  Governing  Law.   This Agreement shall be  governed  by  and
     construed and interpreted in accordance with the laws of the
     State of Kansas.

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

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

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be duly executed as of the day and year first  above
written.

                              SEABOARD FLOUR CORPORATION



                              By:
                              Title:
                                                        "PLEDGOR"


                              SEABOARD CORPORATION



                              By:
                              Title:
                                                        "PLEDGEE"

</TEXT>
</DOCUMENT>
