<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>exh41.txt
<DESCRIPTION>SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENTS
<TEXT>
                                                Exhibit 4.1








                        Seaboard Corporation




          Second Amendment to Note Purchase Agreements


                 Dated as of September 30, 2002


                               Re:


      Note Purchase Agreements dated as of December 1, 1993

                               and

                 $100,000,000 6.49% Senior Notes
                      Due December 1, 2005












                      Seaboard Corporation
                      9000 West 67th Street
                  Shawnee Mission, Kansas 66202

          Second Amendment to Note Purchase Agreements

                 Dated as of September 30, 2002


     Re:Note Purchase Agreements dated as of December 1, 1993
                              and
                $100,000,000 6.49% Senior Notes
                      Due December 1, 2005


To the Noteholders named in
Schedule I hereto which are also
signatories to this Second Amendment
to Note Purchase Agreements.

Ladies and Gentlemen:

     Reference  is made to the separate Note Purchase  Agreements
dated  as  of December 1, 1993, as amended by the separate  First
Amendment  to  Note Agreements dated as of March 31,  1994   (the
"Note  Agreements"),  between Seaboard  Corporation,  a  Delaware
corporation  (the "Company"), and the purchasers  named  therein,
under  and  pursuant  to which $100,000,000  aggregate  principal
amount  of 6.49% Senior Notes due December 1, 2005 (the  "Notes")
of  the Company were originally issued.  The holders of the Notes
are hereinafter referred to as the "Noteholders."  Terms used but
not otherwise defined herein shall have the meanings set forth in
the Note Agreements.

     The  Company desires to amend the Note Agreements and hereby
agrees with you as follows:

                            Article 1

                   Amendment of Note Agreement

Section   1.1.    Amendment  of  Section  4   (Letter   Agreement
Prepayments).  Section 4 of the Note Agreements shall be  and  is
hereby  amended by the addition thereto of a new Section  4.7  to
read as follows:

          "Section 4.7.  Letter Agreement Prepayments.   The
     Company  will  from  time to time make  such  offer  or
     offers to prepay the Notes (and will prepay such  Notes
     to the extent that the holder or holders thereof accept
     such offer or offers), in each case as provided for  in
     that  certain  Letter Agreement dated the Closing  Date
     among the Company, the Purchasers, Harry Bresky and the
     Parent Corporation."

Section 1.2.  Amendment of Section 6.6 (Consolidated Tangible Net
Worth).   Section  6.6 of the Note Agreements  shall  be  and  is
hereby amended to read in its entirety as follows:

          "Section  6.6. Consolidated Tangible  Net  Worth;
     Restricted Payments.  (a) The Company will not, at  any
     time, permit Consolidated Tangible Net Worth to be less
     than the sum of (i) Three Hundred Fifty Million Dollars
     ($350,000,000) plus (ii) an aggregate amount  equal  to
     25%  of the Consolidated Net Income (but, in each case,
     only  if  a positive number) on a cumulative basis  for
     each  completed fiscal year beginning with  the  fiscal
     year ending December 31, 2002.

          (b)  The  Company will not at any time declare  or
     make,  or  incur any liability to declare or make,  any
     Restricted  Payments  unless immediately  after  giving
     effect  to  such  action: (i) the aggregate  amount  of
     Restricted  Payments of the Company  declared  or  made
     during  the  period commencing on January 1,  2002  and
     ending  on the date such Restricted Payment is declared
     or  made,  inclusive, would not exceed the sum  of  (A)
     $10,000,000, plus (B) 50% of Consolidated Adjusted  Net
     Income  for  such period (or minus 100% of Consolidated
     Adjusted  Net  Income for such period  if  Consolidated
     Adjusted  Net Income for such period is a  loss),  plus
     (C)  the  aggregate amount of Net Proceeds  of  Capital
     Stock for such period; and (ii) no Default or Event  of
     Default would exist.

          (c)  The  Company will not authorize a  Restricted
     Payment  that  is not payable within  60  days  of  the
     authorization of such Restricted Payment."

Section  1.3.  Amendment of Section 6.7 (Funded Debt).   Section
6.7  of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:

          "Section   6.7.   Funded  Debt;  Interest   Charge
     Coverage  Ratio.  (a) The Company will not at any  time
     permit  Consolidated Funded Debt  to  be  greater  than
     ninety  percent  (90%)  of  Consolidated  Shareholders'
     Equity, determined in each case at such time.

          (b)  The  Company  will not permit  the  Interest
     Charge  Coverage Ratio, as of the end  of  each  fiscal
     quarter,  to  be  less  than 2.00  to  1.00;  provided,
     however,  that  the Company shall be permitted  on  two
     occasions  under the provisions of this Section  6.7(b)
     to  fail  to  meet such Interest Charge Coverage  Ratio
     (and  no  Default or Event of Default  shall  exist  on
     account thereof) so long as the Company shall have been
     in  compliance  with  the provisions  of  this  Section
     6.7(b)  at the end of the immediately preceding  fiscal
     quarter."

Section  1.4.  Amendment of Section 6.8 (Transfer of  Property).
The first sentence of Section 6.8 of the Note Agreements shall be
and is hereby amended in its entirety to read as follows:

          "The  Company  will not, and will not  permit  any
     Subsidiary,  to  sell,  lease as  lessor,  transfer  or
     otherwise  dispose  of  Property  (including,   without
     limitation,  Subsidiary Stock  but  excluding,  in  any
     case,  any  capital  stock of the Company)  (each  such
     transaction  a "Transfer") provided that the  foregoing
     restriction  does not apply to a Transfer  of  Property
     if:".

Section  1.5.  Amendment  of  Section  6.12  (Transactions  with
Affiliates).  Section 6.12 of the Note Agreements shall be and is
hereby amended in its entirety to read as follows:

                    "[Intentionally Omitted]"

Section  1.6.  Amendment of Section 6.13 (Guaranties).   Section
6.13 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:

               "Section  6.13.   Guaranties;  Transactions  with
     Affiliates;  Investments.  (a) Neither the Company  nor  any
     Subsidiary  will  become liable for, or permit  any  of  its
     Property to become subject to, any Guaranty, unless:

          (i)   the maximum dollar amount of the obligation being
     guaranteed  is  readily ascertainable by the terms  of  such
     obligation,  or the agreement or instrument evidencing  such
     Guaranty  specifically  limits  the  dollar  amount  of  the
     maximum exposure of the guarantor thereunder; and

         (ii)   after giving effect thereto and to any concurrent
     transactions, no Default or Event of Default exists or would
     exist under any provision hereof.

         (b)    Transactions with Affiliates.  The  Company  will
     not,  and will not permit any Subsidiary to, enter into  any
     transaction,  including, without limitation,  the  purchase,
     sale  or  exchange  of  Property or  the  rendering  of  any
     service,  with any Affiliate, except in the ordinary  course
     of  and  pursuant  to  the reasonable  requirements  of  the
     Company's  or such Subsidiary's business and upon  fair  and
     reasonable  terms no less favorable to the Company  or  such
     Subsidiary   than   would  be  obtained  in   a   comparable
     arm's-length  transaction with a Person  not  an  Affiliate;
     provided that the Permitted Affiliate Transactions shall not
     be   required  to  comply  with  the  provisions   of   this
     Section  6.13(b), and provided, further, that the price  per
     share  of  the Company's common stock that will be  utilized
     for  determining the number of shares of common stock of the
     Company  which will be issued by the Company to  the  Parent
     Corporation  pursuant  to,  and  at  the  closing  of,   the
     Permitted  Affiliate Transactions will be  at  a  price  per
     share equal to eighty-eight percent (88%) of the average  of
     the closing price per share of the Company's common stock on
     the  American  Stock  Exchange  for  the  ten  trading  days
     immediately preceding the determination of such price by the
     Board of Directors of the Company on October 2, 2002 and the
     maximum  aggregate number of shares of common stock  of  the
     Company  which  will  be  issued to the  Parent  Corporation
     pursuant  to, and at the closing of, the Permitted Affiliate
     Transactions will be no greater than the number of shares of
     common  stock of the Company transferred to the  Company  by
     the Parent Corporation as a part of said transaction.



          (c)  Limitation  on Investments.  Except  for  the
     Permitted  Affiliate  Transactions (including,  without
     limitation,  the  Investment  by  the  Company  in  the
     "earnout  agreement" referred to in Exhibit  A  to  the
     Second  Amendment), the Company will not, and will  not
     permit  any  Subsidiary to, make or hold any Investment
     in  any  Person which is a member of the  Bresky  Group
     (excluding  from the definition of "Bresky  Group"  for
     purposes   of  this  sentence  the  Company   and   its
     Subsidiaries),    provided    that,    the    foregoing
     notwithstanding, the Company or any Subsidiary, as  the
     case  may  be,  may advance travel expenses  and  other
     business-related expenses incurred or to  be  incurred,
     in each case, in the ordinary course of business to any
     individual which is a member of the Bresky Group and an
     officer,  director or employee of the  Company  or  any
     Subsidiary if the aggregate outstanding amount  of  all
     such advances to all such individuals shall not at  any
     time  exceed $50,000.   The Company will not  Transfer,
     and  will  not  permit  any Subsidiary  to  issue,  any
     Subsidiary  Stock  to any member of  the  Bresky  Group
     (excluding  from the definition of "Bresky  Group"  for
     purposes   of  this  sentence  the  Company   and   its
     Subsidiaries)."

Section  1.7.   Amendment of Section 7.1 (Financial and  Business
Information).   The  first sentence of  clause  (ii)  in  Section
7.1(b)  of the Note Agreements shall be and is hereby amended  in
its  entirety  to  read  as follows:  "(ii)  a  consolidated  and
consolidating  statement  of  income  of  the  Company  and   its
consolidated   subsidiaries  for  such  year   and   consolidated
statements of changes in shareholders' equity and cash  flows  of
the Company and its consolidated subsidiaries for such year,".

Section  1.8.   Amendment of Section 7.2 (Officer's Certificate).
Section  7.2(a)  of the Note Agreements shall be  and  is  hereby
amended in its entirety to read as follows:

          "(a)  Covenant   Compliance  -  the   information
     (including detailed calculations) required in order  to
     establish  whether the Company was in  compliance  with
     the  requirements of Section 6.5 through  Section  6.9,
     inclusive,  and  Section  6.13(c)  during  the   period
     covered by the financial statement then being furnished
     (including  with  respect to each such  Section,  where
     applicable, the calculations of the maximum or  minimum
     amount,  ratio  or  percentage, as  the  case  may  be,
     permissible under the terms of such Sections,  and  the
     calculation of the amount, ratio or percentage then  in
     existence  and a summary of payments, if any,  received
     under the "earnout agreement" referred to in Exhibit  A
     to  the  Second  Amendment pursuant  to  the  Permitted
     Affiliate  Transactions and the  number  of  shares  of
     common  stock  of  the  Company issued  to  the  Parent
     Corporation   pursuant  to  such  agreement   and   the
     valuation assigned to such shares); and".

Section   1.9. Amendment  of  Section  7  (Permitted  Affiliate
Transactions; Accountants' Certificate; Inspection).   Section  7
of  the  Note  Agreements  shall be  and  is  hereby  amended  by
renumbering Section 7.3 and Section 7.4 of the Note Agreements as
Section  7.4  and Section 7.5, respectively, and by the  addition
thereto  of a new Section 7.3 in lieu of such former Section  7.3
to read as follows:

          "Section  7.3.   Permitted Affiliate Transactions.
     Promptly,  but in no event more than 15 days after  the
     consummation of the repurchase of the Company's  common
     stock  from the Parent Corporation and the issuance  of
     new   common  stock  of  the  Company  to  the   Parent
     Corporation  in  the Permitted Affiliate  Transactions,
     the Company shall deliver to the holders of the Notes a
     certificate  which  shall (i) set forth  the  valuation
     assigned to the shares of the Company's common stock in
     connection  with  the repurchase, (ii)  the  number  of
     shares  held  by  the  Parent  Corporation  immediately
     preceding  and  immediately following the  transaction,
     and  (iii)  state  that the terms  of  the  transaction
     comply    with   the   requirements   set   forth    in
     Section 6.13(b) and conform in all material respects to
     the    description    of   the   Permitted    Affiliate
     Transactions.  In addition, promptly, but in  no  event
     more  than  15  days  after  the  consummation  of  the
     repurchase  of  the  Company's common  stock  from  the
     Parent Corporation and the issuance of new common stock
     of  the  Company  to  the  Parent  Corporation  in  the
     Permitted  Affiliate Transactions,  the  Company  shall
     deliver  to  the holders of the Notes, a  copy  of  the
     fairness  opinion prepared by the financial advisor  to
     the special committee of the Board of Directors."

Section  1.10. Amendment to Section 9.1 (Terms Defined).  Section
9.1  of the Note Agreements shall be and is hereby amended by the
addition  thereto  of the following new definitions  which  shall
read as follows:

          "`Bresky  Group' means (i) H. Harry  Bresky,  Otto
     Bresky, Jr. (brother of H. Harry Bresky) and the estate
     of  Marjorie  Shifman  (deceased  sister  of  H.  Harry
     Bresky),   (ii)   spouses,  heirs,   legatees,   lineal
     descendants,  and spouses of lineal descendants,  other
     blood   relatives,  step-children,  adopted   children,
     and/or  estates  or representatives of  estates  of  H.
     Harry  Bresky,  Otto Bresky, Jr. and Marjorie  Shifman,
     (iii)  trusts established for the benefit  of  spouses,
     lineal  descendants and spouses of lineal  descendants,
     other  blood  relatives, step-children, and/or  adopted
     children  of  H.  Harry Bresky, Otto Bresky,  Jr.,  and
     Marjorie  Shifman and (iv) any person which is directly
     or  indirectly Controlled by a person described in  the
     preceding clauses (i), (ii) or (iii)."

          "`Capital Lease Obligation' means, with respect to
     any  Person  and  a Capital Lease, the  amount  of  the
     obligation  of  such  Person as  a  lessee  under  such
     Capital  Lease  which  would, in  accordance  in  GAAP,
     appear  as  a  liability  on a balance  sheet  of  such
     Person."

          "`Consolidated  Adjusted Net Income'  means,  with
     reference  to any period, the Consolidated  Net  Income
     for such period after excluding therefrom the following
     (to  the extent included in the determination thereof):
     any extraordinary items; any discontinued operations or
     the  disposition  thereof;  any  non-cash  charges   or
     credits   relating  to  economic  hedging  transactions
     engaged  in  by,  and  specifically  limited  to,   the
     Company's  trading and milling group,  whether  or  not
     constituting hedging activities pursuant to  FASB  133;
     and  any  non-cash  charges  or  credits  relating   to
     currency  adjustments on account of,  and  specifically
     limited to, the Company's Argentinean sugar Subsidiary,
     Ingenio Y Refineria San Martin del Tabacal SRL, in each
     case, as determined by GAAP, where applicable."

          "`Consolidated  Net Income' for any  period  shall
     mean  the  gross  revenues  of  the  Company  and   its
     Subsidiaries  for  such period less  all  expenses  and
     other  proper  charges  (including  taxes  on  income),
     determined  on a consolidated basis in accordance  with
     GAAP."

          "`Distribution'   means,   in   respect   of   any
     corporation, association or other business entity,  (a)
     dividends or other distributions or payments on capital
     stock  or  other  equity interest of such  corporation,
     association   or   other   business   entity    (except
     distributions in such stock or other equity  interest),
     and (b) the redemption or acquisition of such stock  or
     other  equity interests or of warrants, rights or other
     options   to  purchase  such  stock  or  other   equity
     interests  (except  when solely in  exchange  for  such
     stock   or   other  equity  interests)   unless   made,
     contemporaneously, from the net proceeds of a  sale  of
     such stock or other equity interests."

          "`EBITDA' shall mean, with respect to any  period,
     the   total   of   the  following  calculated   without
     duplication for the Company and its Subsidiaries  on  a
     consolidated  basis for such period:  (a)  Consolidated
     Adjusted  Net Income for such period, less any interest
     income  included  in determining Consolidated  Adjusted
     Net  Income for such period; plus (b) any provision for
     (or  less  any benefit from) income or franchise  taxes
     deducted  in  determining  Consolidated  Adjusted   Net
     Income  for  such  period; plus  (c)  Interest  Charges
     deducted  in  determining  Consolidated  Adjusted   Net
     Income  for  such  period; plus  (d)  amortization  and
     depreciation    expense   deducted    in    determining
     Consolidated Adjusted Net Income for such period."

          "`Interest  Charge Coverage Ratio' means,  at  any
     time,  the ratio of (a) EBITDA for the period  of  four
     consecutive fiscal quarters ending on, or most recently
     ended  prior to, such time to (b) Interest Charges  for
     such period."

          "`Interest  Charges'  mean, with  respect  to  any
     period,   the  total  (without  duplication)   of   the
     following   (in   each  case,  after  eliminating   all
     offsetting  debits and credits between the Company  and
     its  Subsidiaries and all other items  required  to  be
     eliminated  in  the  course of the preparation  of  the
     consolidated  financial statements of the  Company  and
     its  Subsidiaries in accordance with  GAAP):   (a)  all
     interest in respect of the Indebtedness of the  Company
     and  its  Subsidiaries (including imputed  interest  on
     Capital  Lease  Obligations)  deducted  in  determining
     Consolidated Net Income for such period; plus  (b)  all
     debt  discount and expense amortized or required to  be
     amortized  in  the  determination of  Consolidated  Net
     Income  for  such  period less (c) all interest  income
     included  in  determining Consolidated Net  Income  for
     such period."

          "`Investment' means any investment, made  in  cash
     or  by  delivery of Property, by the Company or any  of
     its   Subsidiaries  (i)  in  any  Person,  whether   by
     acquisition of stock, Indebtedness or other  obligation
     or  Security,  or  by loan, Guaranty, advance,  capital
     contribution or otherwise, or (ii) in any property."

          "`Net  Proceeds  of  Capital  Stock'  means,  with
     respect to any period, cash proceeds (net of all  costs
     and  out-of-pocket  expenses in  connection  therewith,
     including,  without limitation, placement, underwriting
     and  brokerage  fees  and expenses),  received  by  the
     Company  and its Subsidiaries during such period,  from
     the sale of all capital stock or other equity interests
     (other   than   Redeemable  capital  stock   or   other
     Redeemable  equity interests) of the  Company  and  its
     Subsidiaries, including in such net proceeds:  (a)  the
     net  amount paid upon issuance and exercise during such
     period  of  any right to acquire any capital  stock  or
     other  equity interest, or paid during such  period  to
     convert a convertible debt Security to capital stock or
     other equity interest (but excluding any amount paid to
     the  Company  upon  issuance of such  convertible  debt
     Security),  and (b) any amount paid to the  Company  or
     any  Subsidiary  upon issuance of any convertible  debt
     Security  issued after January 1, 2003  and  thereafter
     converted  to  capital stock or other  equity  interest
     (other   than   Redeemable  capital  stock   or   other
     Redeemable equity interests) during such period."

          "`Parent   Corporation'   means   Seaboard   Flour
     Corporation, a Delaware corporation, and any  successor
     in interest thereto."

          "`Permitted Affiliate Transactions' shall mean the
     transactions  described  in Exhibit  A  to  the  Second
     Amendment."

          "`Redeemable' means, with respect to  the  capital
     stock  or  other  equity interest of any  Person,  each
     share  of  such Person's capital stock or other  equity
     interest that is

           (a)   redeemable,  payable  or  required  to  be
     purchased  or  otherwise retired  or  extinguished,  or
     convertible into Indebtedness of such Person (i)  at  a
     fixed  or  determinable date, whether by  operation  of
     sinking  fund or otherwise, (ii) at the option  of  any
     Person  other  than  such  Person  or  (iii)  upon  the
     occurrence of a condition not solely within the control
     of such Person; or

           (b)   convertible  into other Redeemable  capital
     stock or other equity interests."

           "`Responsible Officer' means any Senior Financial
     Officer  and  any  other officer of  the  Company  with
     responsibility for the administration of  the  relevant
     portion of this Agreement."

          "`Restricted  Payment' means any  Distribution  in
     respect  of the Company, including, without limitation,
     any  Distribution resulting in the acquisition  by  the
     Company  of Securities which would constitute  treasury
     stock (provided (i) any Distribution of common stock of
     the  Company  in  exchange for capital stock  or  other
     equity  interests  of  the  Company  shall  not  be   a
     Restricted Payment even if as a result of such exchange
     treasury stock is created and (ii) any Distribution  of
     common  stock  of  the Company in connection  with  the
     Permitted  Affiliate  Transactions  shall  not   be   a
     Restricted  Payment).  For purposes of this  Agreement,
     the  amount of any Restricted Payment made in  property
     shall  be  the greater of (x) the Fair Market Value  of
     such property (as determined in good faith by the board
     of directors of the Company) and (y) the net book value
     thereof  on  the  books of the Company,  in  each  case
     determined  as  of  the date on which  such  Restricted
     Payment is made."

          "`Second  Amendment'  means  that  certain  Second
     Amendment  to  Note  Purchase Agreements  dated  as  of
     September  30,  2002  between  the  Company   and   the
     Noteholders named in Schedule I thereto, in respect  of
     this Agreement."

          "`Synthetic Lease Indebtedness' means the  present
     value  of  all  payments due under "synthetic  leases,"
     being  those  leases  which are  treated  as  operating
     leases for accounting purposes but for which the lessee
     is   treated  as  the  owner  for  federal  income  tax
     purposes, having a term (excluding any renewal  thereof
     at  the  option of the lessee) of more than  one  year,
     discounted at the implicit rate, if known, with respect
     thereto,  or, if unknown, at 8% per annum.   In  making
     such computation, the following leases and arrangements
     shall not be included:

           (a)   Any other operating leases entered into  in
     the  ordinary  course of business,  including,  without
     limitation, leases for office space, warehouse or other
     storage  space or production facilities; and any  other
     operating  leases for any personal property, including,
     without  limitation, motor vehicles, copiers,  computer
     and   telephone   equipment,   office   furniture   and
     equipment, production equipment and machinery, and  any
     charters,  whether time or voyage, of any  vessels,  in
     each  case  so  long  as  such operating  leases  would
     qualify as conventional operating leases under GAAP and
     do  not  constitute  synthetic  leases,  tax  retention
     leases or any other similar off-balance sheet financing
     arrangements   in  respect  of  any  of  the   property
     described therein;

           (b)  Any leases, contracts, installment purchases
     or other arrangements which for accounting purposes are
     capitalized and included on the Company's balance sheet
     as an asset and an accompanying liability; and

           (c)  The production facilities financed  by  the
     synthetic  lease programs in existence on  the  Closing
     Date,  including  any renewals or refinancings  thereof
     pursuant to synthetic leases."

Section  1.11.  Amendment of Section 9.1 (Terms  Defined;  Funded
Debt).   The  definition of "Funded Debt" in Section 9.1  of  the
Note  Agreements shall be and is hereby amended by  removing  the
period  at  the  end thereof and substituting in lieu  thereof  a
comma  and  the  following  phrase:   "and  any  Synthetic  Lease
Indebtedness in respect of "synthetic leases" having a  remaining
term of greater than one year."

Section  1.12.  Amendment  of  Section  9.2  (Generally  Accepted
Accounting Principles).  Section 9.2 of the Note Agreements shall
be and is hereby amended by deleting the last sentence thereof.



                              Article 2


                 Representations and Warranties

     The  Company  represents and warrants that as  of  the  date
hereof and after giving effect hereto:

         (a)   No Default or Event of Default exists under  the
     Note Agreements;

         (b)   The Company has paid no remuneration in connection
     with  the  solicitation  of this Second  Amendment  to  Note
     Purchase  Agreements and the amendments of other  agreements
     pursuant to which Indebtedness of the Company is outstanding
     which  relate to the subject matter of this Second Amendment
     to Note Purchase Agreements;

         (c)  The  execution  and  delivery  of  this  Second
     Amendment  to  Note Purchase Agreements by the  Company  and
     compliance by the Company with all of the provisions of  the
     Note Agreement, as amended hereby:

               (i)    is  within  the  corporate  powers  of  the
          Company; and

              (ii)    will not violate any provisions of any law or
          any  order  of  any court or governmental authority  or
          agency  and  will not conflict with or  result  in  any
          breach  of  any of the terms, conditions or  provisions
          of,  or  constitute a default under the Certificate  of
          Incorporation  or  By-laws  of  the  Company   or   any
          indenture or other agreement or instrument to which the
          Company  is  a  party or by which it may  be  bound  or
          result  in  the imposition of any Liens or encumbrances
          on any property of the Company;

         (d)  The  execution  and  delivery  of  this  Second
     Amendment   to  Note  Purchase  Agreements  has  been   duly
     authorized  by proper corporate action on the  part  of  the
     Company (no action by the stockholders of the Company  being
     required by law, by the Certificate of Incorporation or  By-
     laws of the Company or otherwise); and this Second Amendment
     to  Note  Purchase  Agreements has been  duly  executed  and
     delivered by the Company, and the Note Agreement, as amended
     by  this  Second  Amendment  to  Note  Purchase  Agreements,
     constitute   the  legal,  valid  and  binding   obligations,
     contracts  and  agreements  of the  Company  enforceable  in
     accordance with their terms.



                            Article 3


                          Miscellaneous

Section  3.1.  No  Legend  Required.  References  in  the  Note
Agreements  or  in  any Note, certificate,  instrument  or  other
document  to the Note Agreements shall be deemed to be references
to  the  Note Agreement as amended hereby and as further  amended
from time to time.

Section  3.2.  Effect of Amendment.  Except as expressly  amended
hereby,  the Company agrees that the Note Agreements,  the  Notes
and all other documents and agreements executed by the Company in
connection  with the Note Agreements in favor of the  Noteholders
are  ratified  and confirmed and shall remain in full  force  and
effect  and that it has no set-off, counterclaim or defense  with
respect to any of the foregoing.

Section  3.3.  Successors and Assigns.  This Second Amendment  to
Note  Purchase Agreements shall be binding upon the  Company  and
its  successors and assigns and shall inure to the benefit of the
Noteholders and to the benefit of the Noteholders' successors and
assigns,  including  each successive holder  or  holders  of  any
Notes.

Section   3.4. Requisite  Approval;  Expenses.    This   Second
Amendment  to  Note Purchase Agreements shall  not  be  effective
until  (a)  the  Company  and  the Required  Holders  shall  have
executed  and  delivered this Second Amendment to  Note  Purchase
Agreements,  (b)  the Company shall have paid  all  out-of-pocket
expenses  incurred  by  the Noteholders in  connection  with  the
consummation  of  the transactions contemplated  by  this  Second
Amendment   to  Note  Purchase  Agreements,  including,   without
limitation,  the fees, expenses and disbursements of Chapman  and
Cutler which are reflected in statements of such counsel rendered
on  or  prior  to the effective date of this Second Amendment  to
Note Purchase Agreements, and (c) H. Harry Bresky, Seaboard Flour
Corporation and the Company shall have executed and delivered  to
each  of  the  Noteholders  a letter in  substantially  the  form
attached hereto as Exhibit B.

Section  3.5.  Counterparts.   This  Second  Amendment  to  Note
Purchase   Agreements  may  be  executed   in   any   number   of
counterparts, each executed counterpart constituting an  original
but all together only one agreement.



     In  Witness  Whereof, the Company has executed  this  Second
Amendment  to  Note Purchase Agreements as of the  day  and  year
first above written.

                                Seaboard Corporation



                                By
                                  Its


     This  Second  Amendment  to  Note  Purchase  Agreements   is
accepted  and  agreed  to  as of the day  and  year  first  above
written.


                                [Variation/Name of 1993 Noteholder]



                                By
                                  Its



                           Schedule I


                                                    Outstanding
          Noteholder                              Principal Amount
                                                      of Notes

Allstate Life Insurance Company                      $16,000,000

Northwest Farm Credit Services                       $10,400,000

The Lincoln National Life Insurance Company          $24,400,000

First Penn-Pacific Life Insurance Company             $2,000,000

Employers Health Insurance Company                    $2,400,000

United of Omaha Life Insurance Company                $3,200,000

Mutual of Omaha Insurance Company                     $8,800,000

GEFA Special Purpose Six, LLC                         $8,000,000

Security Financial Life Insurance Co.                   $800,000

SAFECO Life Insurance Company                         $4,000,000

          Total                                      $80,000,000




                                                Confidential

                      Seaboard Corporation

                   Seaboard Flour Corporation

            Summary of Terms of Proposed Transaction


The  following is a summary of the material terms of the proposed
transaction  between  Seaboard  Corporation  and  Seaboard  Flour
Corporation.



Transaction            Seaboard  Corporation (the  "Company")  is
                       considering     a     transaction     (the
                       "Transaction")    with   Seaboard    Flour
                       Corporation ("Flour") in which Flour  will
                       transfer  all of the Company common  stock
                       owned  by  Flour and the Earnout Agreement
                       described   below  to   the   Company   in
                       exchange  for cash and new Company  common
                       stock.

Parties                The     Company     is    a    diversified
                       international       agribusiness       and
                       transportation  company with  fiscal  2001
                       sales  of  $1.8  billion.   The  Company's
                       common  stock is traded on the AMEX  under
                       the symbol "SEB."

                       Flour  is a closely held corporation which
                       currently owns approximately 75.3% of  the
                       Company's   outstanding   common    stock.
                       Flour  is  owned  and  controlled  by  the
                       Company's  Chairman  and  Chief  Executive
                       Officer,  Mr. H. Harry Bresky,  and  other
                       members  of  the Bresky family,  including
                       trusts  created  for  their  benefit   and
                       decedent's estate.

Earnout Agreement      Prior   to   the   consummation   of   the
                       Transaction,  Flour will transfer  all  of
                       its    real   estate   assets   (primarily
                       consisting of residential lots located  in
                       South   Carolina)  and  its  interest   in
                       Fiorillo    Flour   Co.    (a    wholesale
                       distributor  of  baking ingredients  which
                       is  wholly  owned  by Flour)  to  a  newly
                       formed   subsidiary   company   of   Flour
                       ("Newco")  in  exchange  for  an   Earnout
                       Agreement.   The  Earnout  Agreement  will
                       provide for future cash payments to  Flour
                       over  the ensuing 5 year period based upon
                       sales  of the real estate and the earnings
                       of Fiorillo Flour.

                       With  respect  to  the  real  estate,  the
                       Earnout   Agreement   will   provide   for
                       distributions  in the following  order  or
                       priority:

                             To  the  payment of all  development
                       costs incurred by Newco with respect  to
                         the real estate;
                             To the payment to Flour for its
                       aggregate adjusted cost basis in the real
                       estate (approximately $22 million); and
                            The remaining balance shall be split
                       evenly between Flour (one-half) and Newco
                       (one-half).

                       With   respect  to  Fiorillo  Flour,   the
                       Earnout   Agreement   will   provide   for
                       distributions  in the following  order  of
                       priority:

                              For   the  first  five  (5)   years
                       following the closing, the "adjusted net
                       income" (and "adjusted net proceeds"  of
                       any sale) of Fiorillo will be paid 95% to
                       Flour and 5% to Newco; and

                              Following the fifth anniversary of
                       the closing, all net income (and all net
                       proceeds) of Fiorillo Flour will be paid
                       to Newco.

Assets Acquired        The  assets to be acquired by the  Company
                       in the Transaction are the following:

                              All  of  the  Company  common  stock
                         owned  by  Flour (which will immediately
                         become treasury stock and is expected to
                         be  cancelled and returned to authorized
                         but unissued status).

                              All  of  Flour's  rights  under  the
                         Earnout Agreement.  Flour will not retain
                         any   residual  rights  in  the  Earnout
                         Agreement.   All amounts to be  paid  by
                         Newco  will  be  paid  directly  to  the
                         Company.

Cash and Retirement of The  Company will transfer to  Flour  cash
Flour Debt             in  the  approximate net amount  of  $35.5
                       million,  which  will  be  used  by  Flour
                       (i) to repay certain bank indebtedness  of
                       Flour   in   the  approximate  amount   of
                       $34.5    million,   and   (ii)   to    pay
                       transaction  expenses in  the  approximate
                       amount of $1 million.  In connection  with
                       the    transaction,    the    indebtedness
                       currently  owing to the Company  by  Flour
                       in  the  approximate amount of $11 million
                       also will be retired.

New Company Common
Stock                  The  Company  will  reissue  to  Flour   a
                       number  of  new  shares of Company  common
                       stock  based  on the value of  the  common
                       stock  acquired,  less the  cash  paid  to
                       Flour   and   the   intercompany   balance
                       retired.

Issuance of Common
Stock                  No  consideration will initially  be  paid
Based on Earnout       by  the  Company for the Earnout Agreement
Agreement              assigned   by   Flour  to   the   Company.
                       Instead,  as  and when (if ever)  cash  is
                       actually  received  by the  Company  under
                       the  Earnout Agreement, additional  shares
                       of  Company common stock will be issued to
                       Flour in an amount equal to the net after-
                       tax  cash amount actually received by  the
                       Company.

Anticipated            The  Company  anticipates  that  the  cash
Accounting             payments  received  by the  Company  under
                       the  Earnout Agreement will be treated  as
                       additional paid-in capital, and  that  the
                       obligation of the Company to issue  common
                       stock  will  not constitute any  liability
                       which  must  be  accrued on the  Company's
                       balance sheet.

Summary                The  economic substance of the Transaction
                       resembles  a  redemption of a  portion  of
                       shares  of Company common stock  owned  by
                       Flour   for   cash   and   retirement   of
                       intercompany  debt owing by Flour  to  the
                       Company.   There will be no assumption  of
                       liabilities  of  Flour  by  the   Company.
                       Following  completion of  Transaction,  it
                       is  expected that Flour will still own  in
                       excess    of    70%   of   the   Company's
                       outstanding  common stock.   In  no  event
                       will   the  total  number  of  Shares   of
                       Company  common  stock  issued  to   Flour
                       (including  the  shares  issued   on   the
                       closing  date  and  the additional  shares
                       issued   with   respect  to  the   Earnout
                       Agreement) exceed the number of shares  of
                       Company     common     stock     initially
                       transferred by Flour to the Company.   The
                       structure  of the Transaction is  designed
                       to  qualify  for favorable  tax  treatment
                       under the Internal Revenue Code.

Conditions             The  Transaction  is  subject  to  several
                       conditions,        including,         most
                       significantly:

                             Approval of the final terms  of  the
                         Transaction by the Special Committee  of
                         Directors (as defined below), the  Board
                         of Directors of the Company, the Board of
                         Directors  of Flour and the stockholders
                         of Flour.
                             Approval of the transaction  by  the
                         holders of a majority of each series  of
                         the  Company's outstanding senior notes,
                         Bank of New York, Standard Chartered Bank
                         and SunTrust Bank.
                             Receipt of a fairness opinion of  an
                         investment banker engaged by the Special
                         Committee of Directors to the effect that
                         the  Transaction is fair to the  Company
                         and  its  stockholders from a  financial
                         point of view.
                             Receipt  of  confirmation  from  the
                         American Stock Exchange that no vote  of
                         stockholders of the Company is  required
                         for the Transaction under the Exchange's
                         listing requirements.

Special                The  Board of Directors of the Company has
Committee/Fairness     appointed    a   special   committee    of
Opinion                independent   directors   (the    "Special
                       Committee of Directors") to negotiate  the
                       terms  of the Transaction and consummation
                       of  the  Transaction is  conditioned  upon
                       the  approval of the Special Committee  of
                       Directors.    The  Special  Committee   of
                       Directors has retained Foley Hoag  LLP  as
                       its  independent  legal counsel  and  will
                       also   retain  an  independent   financial
                       advisor.     As    noted    above,    that
                       independent financial advisor is  expected
                       to   render  a  fairness  opinion  to  the
                       Special  Committee  of Directors  and  the
                       Company    in    connection    with    the
                       Transaction.

Anticipated Closing of On or prior to December 31, 2002.
Asset Acquisition and
Initial Exchange of
Stock



                       September 30, 2002


To the Institutional Investors Named in
  Schedule I Hereto

     Re:Note Purchase Agreements dated as of December 1,1993
                 (the "Note Purchase Agreement")
                               of
               Seaboard Corporation ("Seaboard")

Ladies and Gentlemen:

     Reference  is  hereby  made to the captioned  Note  Purchase
Agreement  and to the $100,000,000 aggregate principal amount  of
6.49% Senior Notes due December 1, 2005 of Seaboard purchased  by
you   pursuant   thereto   (collectively   the   "Notes").    The
undersigned,  H. Harry Bresky and Seaboard Flour  Corporation,  a
Delaware  corporation ("Seaboard Flour"), hereby acknowledge  and
agree  that, in consideration of, and as an inducement  to,  your
execution  and delivery of the Second Amendment to Note  Purchase
Agreements  dated  as  of September 30,  2002  and  absent  prior
written  consent  of  holders of a majority  of  the  outstanding
principal amount of the Notes,

     (a)   the  shares  of  common stock  of  Seaboard  owned  by
Seaboard Flour and its successors and assigns that are members of
the  Bresky  Group will not be pledged to secure any indebtedness
or  other obligation of H. Harry Bresky or Seaboard Flour  except
for   pledges  relating  to  indebtedness  having  an   aggregate
outstanding principal amount which is not in excess of $7,000,000
and  except  for pledges currently existing and to be unwound  in
connection  with  the Permitted Affiliate Transactions  (as  such
term is defined in the Note Purchase Agreement, as amended),

     (b)   neither H. Harry Bresky nor Seaboard Flour nor any  of
their successors or assigns will sell or otherwise dispose of any
shares of common stock of Seaboard to any person (as such term is
used  in  section  13(d) and section 14(d)(2) of  the  Securities
Exchange  Act  of 1934, as amended) other than a  member  of  the
Bresky  Group  (as such term is defined below) if,  after  giving
effect  to  such sale or disposition, such person or any  persons
related to such person that (with such person) constitute a group
(as  such  term  is  used  in  Rule  13d-5  under  the  aforesaid
Securities  Exchange Act of 1934) would be the beneficial  owners
(as  such  term  is  used  in  Rule  13d-3  under  the  aforesaid
Securities  Exchange Act of 1934) of more than 50% of  the  total
voting power of all classes then outstanding of the voting  stock
of Seaboard (nothing in this clause (b) shall prohibit or prevent
the  sale of shares of common stock of Seaboard held by H.  Harry
Bresky  or Seaboard Flour in connection with the consummation  of
the Permitted Affiliate Transactions), and

     (c)   neither H. Harry Bresky nor Seaboard Flour nor any  of
their successors and assigns will, directly or indirectly through
any  person other than Seaboard or the subsidiaries of  Seaboard,
acquire shares of capital stock or other equity interests in  any
subsidiaries of Seaboard.

     "Bresky  Group" means (i) H. Harry Bresky, Otto Bresky,  Jr.
(brother  of H. Harry Bresky) and the estate of Marjorie  Shifman
(deceased  sister  of  H.  Harry Bresky),  (ii)  spouses,  heirs,
legatees,  lineal descendants, and spouses of lineal descendants,
other  blood  relatives, step-children, adopted children,  and/or
estates  or  representatives of estates of H. Harry Bresky,  Otto
Bresky,  Jr.  and Marjorie Shifman, (iii) trusts established  for
the  benefit of spouses, lineal descendants and spouses of lineal
descendants, other blood relatives, step-children, and/or adopted
children  of  H.  Harry Bresky, Otto Bresky,  Jr.,  and  Marjorie
Shifman  and  (iv)  any  person which is directly  or  indirectly
Controlled  by a person described in the preceding  clauses  (i),
(ii)  or  (iii).  "Control"  means the  possession,  directly  or
indirectly, of the power to direct or cause the direction of  the
management  and  policies  of  a  person,  whether  through   the
ownership of voting securities, by contract or otherwise.

     The  undersigned, H. Harry Bresky and Seaboard Flour,  agree
to  permit  Seaboard  to place, and to otherwise  cooperate  with
Seaboard's   placing  of,  appropriate  legends  on   the   stock
certificates that evidence the shares of common stock of Seaboard
owned   by  Seaboard  Flour  which  legends  shall  reflect   the
restrictions set forth in clause (a) and clause (b) above.   Such
legends shall remain on such stock certificates until this letter
agreement  is terminated in accordance with the terms  hereof  or
until  the conditions of removal of such legend set forth  herein
are satisfied.

     Seaboard agrees to deliver a copy of this agreement  to  the
registrar  and transfer agent for its common stock and to  direct
such registrar and transfer agent not to register the transfer of
any stock certificate legended as set forth above unless it shall
have  obtained  a  sworn  statement from the  person  or  persons
requesting such registration of transfer that the conditions  set
forth  in clause (a) above and clause (b) above, as the case  may
be,  have  been  satisfied and such registrar and transfer  agent
shall have sent a written notice thereof (together with a copy of
such  sworn  statement) to the holders of Notes as identified  by
Seaboard  (and  Seaboard agrees to provide to such registrar  and
transfer  agent  the  names and addresses  of  all  then  current
holders of Notes).

     The  undersigned, H. Harry Bresky and Seaboard Flour,  agree
that,  to  the  extent  that  either of  them  shall  breach  the
restrictions  set forth in clauses (a), (b) and/or (c)  above  (a
"breaching  person")  and for so long as any  such  breach  shall
exist,  any  cash dividends declared and payable by  Seaboard  in
respect of the shares of common stock of Seaboard owned of record
by such breaching person or, to the actual knowledge of Seaboard,
beneficially owned by such breaching person shall not be paid  by
Seaboard  to  or  for  the benefit of such breaching  person  but
instead a ratable portion of such cash dividends (based upon  the
ratio  that  the aggregate outstanding principal  amount  of  the
Notes  bears  to  the sum of the aggregate outstanding  principal
amount  of  the  Notes, the 2002 Notes (as such term  is  defined
below) and the 1995 Notes (as such term is defined below))  shall
be  offered by Seaboard as a prepayment of the Notes on the  same
terms  and conditions as an "Offered Prepayment Amount" would  be
made under Section 4.4 of the Note Purchase Agreement except that
(i)  the amount of such "Offered Prepayment Amount" shall be such
ratable  portion of such cash dividends, (ii) the offer  of  such
"Offered  Prepayment Amount" shall be made not more than  5  days
after  the date on which such cash dividends would have otherwise
been  paid  to the breaching person and such offer will  fix  the
date  of  such prepayment to be a date not less than 30 nor  more
than  60  days after the date on which such cash dividends  would
have  otherwise  been paid to such breaching person,  (iii)  such
offer will refer to this letter agreement, and (iv) no Make-Whole
Amount  shall  be  due  and payable with  respect  thereto.   The
undersigned,   H.  Harry  Bresky  and  Seaboard   Flour,   hereby
irrevocably instruct Seaboard to carry out the provisions of this
paragraph  and Seaboard agrees to so carry out the provisions  of
this  paragraph.  The undersigned, H. Harry Bresky  and  Seaboard
Flour,  further  agree that Seaboard may rely  upon  any  written
notice  delivered to it from any holder or holders of the  Notes,
the 2002 Notes and/or the 1995 Notes that a breach of any one  or
more  of clauses (a), (b) and (c) above exists in connection with
its  carrying  out  of the provisions of this paragraph  and  may
further  assume that any such breach continues until the cure  of
the  same  shall have been confirmed, in writing, to Seaboard  by
holders of a majority of the outstanding principal amount of  the
Notes.   The  undersigned, H. Harry Bresky  and  Seaboard  Flour,
further agree that they shall have no rights of subrogation under
any  of the Notes with respect to any prepayment thereof effected
under this paragraph until all of the Notes shall have been fully
and  finally  paid.   This paragraph shall be  binding  upon  the
successors  and assigns of the undersigned, H. Harry  Bresky  and
Seaboard  Flour, to the extent that the breached clause (a),  (b)
or  (c)  above  would have been binding upon such successors  and
assigns and the restrictive legend referred to above shall  refer
to the provisions of this paragraph.

     "1995 Notes" means those certain 7.88% Senior Notes due June
1, 2007 issued under those certain Note Purchase Agreements, each
dated  as  of  June 1, 1995, between Seaboard  and  each  of  the
institutional purchasers signatory thereto, as such Note Purchase
Agreements have previously been and may hereafter be amended from
time to time.

     "2002  Notes"  means those certain (i) 5.80%  Senior  Notes,
Series A, due September 30, 2009, (ii) 6.21% Senior Notes, Series
B,  due  September 30, 2009, (iii) 6.21% Senior Notes, Series  C,
due  September 30, 2012, and (iv) 6.92% Senior Notes,  Series  D,
due  September 30, 2012 issued under those certain Note  Purchase
Agreements, each dated as of September 30, 2002, between Seaboard
and  each  of the institutional purchasers signatory thereto,  as
such  Note Purchase Agreements may hereafter be amended from time
to time.

     This  letter  agreement shall terminate upon  the  full  and
final  payment  of  the Notes and all amounts  owing  in  respect
thereof  under  the aforesaid Note Purchase Agreements,  provided
that any person that is not a member of the Bresky Group and that
otherwise satisfies the requirements of clause (a) and clause (b)
above  on  the  date of such person's acquisition  of  beneficial
ownership  of  shares of common stock of Seaboard  shall  not  be
subject to the restrictions of clause (a) and/or clause (b) above
and  shall  be  entitled to have Seaboard (or the  registrar  and
transfer agent of Seaboard) remove the restrictive legend on  the
certificates  of the shares of common stock so acquired  by  such
person  if such person shall have submitted to Seaboard (or  such
registrar and transfer agent) a sworn statement that all  of  the
requirements  of  clause  (a)  and clause  (b)  above  have  been
satisfied  in connection with such person's acquisition  of  such
shares  of common stock of Seaboard and that such person and  any
persons  related to such person that constitute a group (as  such
term  is  used  in  Rule  13d-5 under  the  aforesaid  Securities
Exchange Act of 1934) are not the beneficial owners (as such term
is used in Rule 13d-3 under the aforesaid Securities Exchange Act
of  1934)  of  more  than 50% of the total voting  power  of  all
classes then outstanding of the voting stock of Seaboard.

     This  letter  agreement shall be governed by, and  construed
and enforced in accordance with, internal New York law.

       This   letter  agreement  constitutes  the  final  written
expression  of  all  of the terms hereof and is  a  complete  and
exclusive statement of those terms.

     Two or more duplicate originals of this letter agreement may
be  signed by the parties, each of which shall be an original but
all   of  which  together  shall  constitute  one  and  the  same
instrument.  This letter agreement may be executed in one or more
counterparts and shall be effective when at least one counterpart
shall  have been executed by each party hereto, and each  set  of
counterparts  that, collectively, show execution  by  each  party
hereto shall constitute one duplicate original.

                                Very truly yours


                                By
                                  H. Harry Bresky

                                Seaboard Flour Corporation


                                By
                                  Its

                                Seaboard Corporation


                                By
                                  Its


                                Acknowledged and Agreed:

                                [Variation/93 Noteholder]


                                By
                                  Its

</TEXT>
</DOCUMENT>
