SEABOARD CORPORATION
409A EXECUTIVE RETIREMENT PLAN
AMENDED AND
RESTATED EFFECTIVE JANUARY 1, 2009
<PAGE>
SEABOARD CORPORATION
409A EXECUTIVE RETIREMENT PLAN
AMENDED AND
RESTATED EFFECTIVE JANUARY 1, 2009
TABLE OF CONTENTS
ARTICLE I. HISTORY AND
PURPOSE
4
ARTICLE II.
DEFINITIONS
4
2.1. Accrued
Benefit
4
2.2. Actuarial
Equivalent
4
2.3. Actuarial
Value
5
2.4.
Board
5
2.5. Change of
Control
5
2.6.
Code
6
2.7.
Committee
6
2.8.
Company
6
2.9. Covered
Compensation
6
2.10. Early Retirement
Date
6
2.11.
Earnings
6
2.12. Effective
Date
7
2.13. Executive Deferred Compensation
Plan
7
2.14. Eligible
Spouse
7
2.15. Final Average
Earnings
7
2.16. Inactive
Participant
7
2.17. Interest
Rate
7
2.18. Investment Option
Plan
7
2.19. Nonqualified Deferred Compensation
Plan
8
2.20. Normal Retirement
Date
8
2.21.
Participant
8
2.22. Participation
Date
8
2.23. Pension
Plan
8
2.24.
Plan
8
2.25. Plan
Administrator
8
2.26. Plan Year or
Year
8
2.27. Related
Company
8
2.28. Separation
Date
8
2.29. Separation from
Service
8
2.30. Years of
Service
9
2.31. Years of Accrual
Service
9
ARTICLE III.
PARTICIPATION
9
3.1. Participation
Date
9
3.2. Cessation of
Participation
9
3.3. Inactive
Participants
9
3.4. Participation not Contract of
Employment
9
<PAGE>
ARTICLE IV. RETIREMENT
BENEFITS
10
4.1. Determination of Accrued
Benefit
10
4.2. Early Retirement Accrued
Benefit
10
ARTICLE V. PAYMENT OF
BENEFITS
11
5.1. Fully Vested
Benefits
11
5.2.
Forfeitures
11
5.3. Commencement of
Payment
11
5.4. Method of
Payment
12
5.5. Participant Elections of Method of
Payment
13
5.6. Death
Benefit
13
5.7. Determination of
Beneficiary
14
ARTICLE VI.
FUNDING
14
6.1. Unfunded
Plan
14
ARTICLE VII. WITHHOLDING OF
TAXES
14
7.1. Tax
Withholding
14
ARTICLE VIII. PLAN
ADMINISTRATOR
14
8.1. Membership and
Authority
14
8.2.
Delegation
15
8.3. Information to be
Furnished
15
8.4. Plan Administrator's Decision
Final
15
8.5. Remuneration and
Expenses
15
8.6. Indemnification of Committee
Member
15
8.7. Resignation or Removal of Committee
Member
16
8.8. Interested Committee
Member
16
ARTICLE IX. CLAIMS PROCEDURE
16
9.1.
Claim
16
9.2. Denial of
Claim
16
9.3. Review of
Claim
16
9.4. Final
Decision
16
ARTICLE X. AMENDMENTS OR TERMINATION OF THE
PLAN
17
10.1.
Board
17
ARTICLE XI.
MISCELLANEOUS
17
11.1.
Captions
17
11.2. Company
Action
17
11.3. Company
Records
17
11.4.
Evidence
17
11.5. Gender and
Number
17
11.6. Governing
Law
17
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11.7.
Nonassignability
18
11.8. Participant
Cooperation
18
11.9.
Successors
18
11.10. Unsecured General
Creditor
18
11.11.
Validity
18
11.12. Waiver of
Notice
18
<PAGE> iii
SEABOARD CORPORATION
409A EXECUTIVE RETIREMENT PLAN
AMENDED AND
RESTATED EFFECTIVE JANUARY 1, 2009
ARTICLE I.
HISTORY AND PURPOSE
Seaboard Corporation (the "Company")
adopted the Seaboard
Corporation Executive Retirement Plan (the
"Plan") originally
effective January 1, 1994. The Plan was amended and
restated in
its entirety effective January 1, 1997 (the "1997
Plan"). The
1997 Plan continues to apply to certain
employees and former
employees of the Company, all of whose benefits under
the 1997
Plan were frozen prior to January 1, 2005, and are
governed by
the 1997 Plan, which, as it applies to these
participants, has
not been materially modified after October 3, 2004.
The Plan was amended and restated in
its entirety effective
November 5, 2004, applicable to certain participants as
provided
therein, and was again amended and restated
in its entirety
effective January 1, 2005 for the primary purpose
of complying
with Section 409A of the Internal Revenue
Code of 1986, as
amended (the "Code:). The Plan is
now further amended and
restated as provided herein effective January 1,
2009 for the
purpose of simplifying administration of the Plan
and for the
purpose of complying with final Treasury regulations issued
under
Code Section 409A. The Participants in the Plan as of January
1,
2009 are listed on Addendum A attached hereto. Addendum
A will
be revised by the Company from time to time as appropriate.
The purpose of the
Plan is to aid in retaining
and
attracting certain key employees of
Seaboard Corporation and
participating affiliated companies
by providing to them
supplemental retirement income. The Plan is intended
to be an
arrangement that is unfunded and maintained
primarily for the
purpose of providing supplemental retirement benefits to a
select
group of management or highly compensated employees
within the
meaning of Sections 201(2), 301(a)(3)
and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended,
and
the Plan is intended to satisfy the requirements of Code
Section
409A. The Plan shall be interpreted and administered in a
manner
consistent with this intent.
ARTICLE II.
DEFINITIONS
For the purpose of
this Plan, the following words and
phrases shall have the meaning indicated,
unless the context
clearly indicates otherwise:
2.1. Accrued
Benefit means a
Participant's benefit
determined as of a particular time under the provisions
of this
Plan.
2.2. Actuarial Equivalent means a
form of benefit differing
in time, period or manner of payment from a
specified payment
form, but having equivalent
value when computed using an
interest rate of 8% per year compounded
annually and the 1983
Group Annuity Mortality Table. It is the
intent that at all
times reasonable actuarial assumptions be used to
determine an
actuarial
<PAGE> 4
equivalent form
of benefit
hereunder. Accordingly,
the Committee is authorized to amend the
Plan to change the
actuarial assumptions under this Section 2.2 at any
time deemed
advisable by the Committee based upon the advice of the
actuary
providing actuarial services to the Plan. At any given
time the
same actuarial assumptions must be used for purposes of
valuing
each annuity option, and any change in actuarial assumptions
must
apply to all annuity options simultaneously.
2.3. Actuarial Value means the lump
sum equivalent value of
a Participant's Accrued Benefit payable at his Normal
Retirement
Date and determined by using (a) the annual interest rate on
30-
year Treasury securities as specified by
the Commissioner for
the month of November preceding the Plan Year in
which payment
to the Participant is made, and (b)
the applicable mortality
table used for purposes of satisfying the
requirements of Code
Section 417(e).
2.4. Board means the
Board of Directors of
Seaboard
Corporation.
2.5. Change of Control
means an event or
transaction
described below; provided, however,
an event or transaction
described below will not be a Change of Control for
purposes of
a payment event under the Plan unless it
constitutes a change
in the ownership or effective control of the Company,
or in the
ownership of a substantial portion of the assets of the
Company,
within the meaning of Code Section 409A(a)(2)(A)(v):
(a) The acquisition by
any unrelated person or entity of
more than
fifty percent (50%) of either the outstanding
shares
of common stock or the combined voting power of
the
Company's then outstanding
voting securities
entitled to
vote generally in the election of directors;
(b) The sale to an
unrelated person or entity of Company
assets
that have a total gross fair market value of
more than
eighty-five percent (85%) of the total gross
fair market
value of all of the assets of the Company
immediately
prior to such sale;
(c) The acquisition,
whether by reorganization, merger,
consolidation, purchase or similar transaction, by
any
person
or entity or more than one person or
entity
acting as a
group of more than 50% of the
combined
voting power
entitled to vote generally in the election
of directors
of the Company or the entity in which the
Company was
reorganized, merged or consolidated into;
(d) The acquisition by any
person or entity (other than by
any
descendant of Otto Bresky, Senior or any
trust
established
primarily for the benefit of any descendant
of Otto
Bresky, Senior or any other related person or
entity) of
more than fifty percent (50%) of either the
membership interests or the combined voting power
of
Seaboard
Flour, LLC at any time when Seaboard Flour,
LLC owns 50%
or more of the Company.
For purposes of determining whether there has been a
Change of
Control under this Section 2.5, the
attribution of ownership
rules under Code Section 318(a) shall apply. Also
for purposes
of
<PAGE> 5
determining whether there has been a Change of Control,
"Company"
means only Seaboard Corporation and
any successors to the
business of Seaboard Corporation.
2.6. Code means the
Internal Revenue Code of 1986, as
amended from time to time. References
to any Section of the
Internal Revenue Code shall include
any successor provision
thereto.
2.7. Committee means the
committee, if any, appointed to
administer this Plan pursuant to Article VIII.
2.8. Company means
Seaboard Corporation, a Delaware
corporation, and any of its subsidiaries or affiliates
that are
participating in this Plan, and any successors to
the business
of Seaboard Corporation and such participating
subsidiaries or
affiliates.
2.9. Covered Compensation shall be
determined under the same
methodology as set forth for such term
under the Pension Plan
provisions in effect on the Effective Date.
2.10. Disability means a period in
which the Participant is
(i) unable to engage in any substantial
gainful activity by
reason of any medically
determinable physical or mental
impairment which can be expected to result
in death or can be
expected to last for a continuous period of
not less than 12
months or (ii) by reason of any medically determinable
physical
or mental impairment which can be expected to result in death
or
can be expected to last for a
continuous period of not less
than 12 months, receiving income replacement
benefits for a
period of not less than 3 months under an
accident and health
plan sponsored by the Company.
2.11. Early Retirement Date
means the date as of which a
Participant has both (a) completed ten (10) Years of Service
and
(b) been a Participant for five (5) Years.
2.12. Earnings with respect to any
particular Year means:
(a) the total salary and bonus received by the
Participant from
the Company for the Participant's
services during such Year;
(b) the amount of any
elective contributions made by the
Participant in such Year pursuant to a plan
maintained by the
Company where such amount is not includable in
gross income in
such Year under the provisions of Code Sections
125, 401(k) or
132(f); (c) the amount of
the compensation reduction of a
Participant effective for such
Year under the Investment
Option Plan; (d) the amount of the
Participant's compensation
otherwise payable to the Participant in such Year that is
instead
deferred and credited to an account
for the benefit of the
Participant with respect to such
Year under the Executive
Deferred Compensation Plan; (e) the
amount of any Company
discretionary contribution attributable to
such Year that is
credited to an account for the
benefit of the Participant
under the Executive Deferred Compensation
Plan; and (f) the
amount credited to an account for the benefit of the
Participant
pursuant to a deferral election of the Participant applicable
for
such Year under the Nonqualified Deferred Compensation Plan.
Earnings with respect to
any particular Year shall not
include: (a) reimbursements or other expense
allowances, fringe
benefits (cash and noncash),
moving expenses and welfare
benefits, whether or not taxable to the
Participant; (b) any
benefits of the Participant accrued or paid
under this Plan
whether before or after the Effective
Date; (c) any amount
received upon the exercise of
an option granted to the
Participant under the Investment Option Plan; (d)
any
<PAGE> 6
amounts credited to an account for the benefit of the
Participant,
and any amounts paid with respect to any such account, under
the
Executive Deferred Compensation Plan,
except the amounts
described in clauses (d) and (e) of the preceding
paragraph of
this Section 2.12; (e) any amounts credited to an account for
the
benefit of the Participant, and any amounts paid with respect
to
any such account, under the Nonqualified Deferred
Compensation
Plan, except the amount described in clause (f) of the
preceding
paragraph of this Section 2.12; and (f) any
benefits of the
Participant accrued or paid under any retirement plan
qualified
under Code Section 401(a), except any
elective contributions
described in clause (b) of the
preceding paragraph of this
Section 2.12.
2.13. Effective Date means the
effective date of this Plan,
which is January 1, 2009.
2.14. Executive Deferred
Compensation Plan means the
Seaboard Executive Deferred Compensation
Plan, adopted by
Seaboard Corporation effective
January 1, 1999, as most
recently amended and restated effective January 1, 2009,
and as
hereafter amended from time to time.
2.15. Eligible Spouse means
the spouse of a Participant to
whom the Participant was married on
the date payment of the
Participant's vested Accrued Benefit commences, or, if
earlier,
on the date of the
Participant's death. The length of the
marriage prior to either of such dates shall not
be taken into
consideration.
2.16. Final Average Earnings means a
multiple of 12 times
the average monthly Earnings received by a
Participant for the
60 consecutive months which produce the highest average
Earnings
during the last 120 whole months for
which the Participant
received Earnings. For purposes of determining the
Participant's
Final Average Earnings a
Participant's monthly Earnings for
a specific month shall be
equal to a fraction of the
Participant's Earnings for the Plan Year in
which such month
occurs, the numerator of which
fraction is one and the
denominator of which fraction is the
number of months (and
fractions thereof) in the Plan Year for which
the Participant
received Earnings. If a Participant does not
receive Earnings
during a minimum of 60
whole months, Final
Average
Earnings shall be determined based upon the Participant's
average
monthly earnings for all months.
2.17. Inactive Participant
means a Participant who is no
longer accruing a benefit under the
Plan because either (a)
the President or a Senior Vice
President of the Company has
determined in his sole discretion that the Participant
shall no
longer accrue a benefit under the Plan because
the Participant
no longer satisfies criteria for participation as
determined by
the President or a Senior Vice President in his sole
discretion,
or (b) the Participant has had a Separation from Service.
2.18. Interest Rate means
the Moody's AAA Seasoned Bond
Index average rate as of the first business day of the Plan
Year
containing the period for which
the interest amount payable
hereunder is to be determined.
2.19. Investment Option Plan means
the Seaboard Corporation
Investment Option Plan, adopted by Seaboard Corporation
effective
December 1, 2000, as amended from time to time.
The Investment
Option Plan is now frozen.
<PAGE> 7
2.20. Nonqualified Deferred
Compensation Plan means the
Seaboard Corporation Nonqualified Deferred
Compensation Plan,
adopted by Seaboard Corporation effective
September 1, 2005,
as most recently amended and restated effective January 1,
2009,
and as hereafter amended from time to time.
2.21. Normal Retirement Date
means the first day of the
calendar month coinciding with or next
following the date the
Participant attains age sixty-two (62).
2.22. Participant means any
individual who is designated as
a Participant in the Plan as provided in Section 3.1 and who
has
not ceased to be a Participant under Section 3.2.
2.23. Participation Date means the
date an employee becomes
a Participant as provided in Section 3.1. The Participation
Date
of each Participant shall be stated on Addendum A.
2.24. Pension Plan means
the Seaboard Corporation Pension
Plan, a retirement plan qualified under Code Section
401(a) and
sponsored by Seaboard Corporation, as amended from time to
time.
2.25. Plan means
the Seaboard Corporation
Executive
Retirement Plan as set forth herein and as amended from
time to
time.
2.26. Plan Administrator means
the Committee, if any, but
if at any time there is no Committee acting
hereunder then the
Plan Administrator will be Seaboard Corporation.
2.27. Plan Year or Year
means the 12-month
period
beginning January 1 and ending December
31.
2.28. Related Company means
any corporation which is a
member of a controlled group of corporations (as defined in
Code
Section 414(b)) that includes the
Company or any corporation
or other entity with whom the Company is
considered a single
employer under Code Section 414(c).
2.29. Separation Date means
the date the Participant has a
Separation from Service.
2.30. Separation
from Service means the
Participant's
termination of employment with the Company. Whether a
termination
of employment has occurred shall be determined based on
whether
the facts and circumstances indicate the Participant and
Company
reasonably anticipate that no further services will be
performed
by the Participant for the Company;
provided, however, that a
Participant shall be deemed to have a termination of
employment
if the level of services he or she
would perform for the
Company after a certain date permanently
decreases to no more
than twenty percent (20%) of the
average level of bona fide
services performed for the Company (whether as
an employee or
independent contractor) over the immediately preceding
36-month
period (or the full period of services
to the Company if the
Participant has been providing services
to the Company for
less than 36 months). For this
purpose, a Participant is not
treated as having a Separation from Service while he or she is
on
a military leave, sick leave,
or other bona fide leave of
absence, if the period of such leave does
<PAGE> 8
not exceed six (6) months,
or if longer, so long as the
Participant has a right to reemployment with the Company under
an
applicable statute or by contract. Where used in
this Section
2.30, the term Company includes any Related Company.
2.31. Years of Service at any
particular time means the
years of service the Participant has at that time as
determined
under the Pension Plan provisions in effect on the Effective
Date
for vesting purposes.
2.32. Years of Accrual Service at
any particular time means
Years of Accrual Service at that time as
determined under the
Pension Plan provisions in effect on the Effective
Date, except
that Years of Accrual Service shall be determined (a) based
upon
all hours of service with either the Company or a Related
Company
whether or not the Participant was a Participant in the
Plan at
the time of such service, (b) without applying the maximum
limit
of 35 Years of Accrual Service under the Pension
Plan, and (c)
without applying the Pension Plan's exclusion of
service during
any period from January 1, 1994 through January
1, 1997 that
the Participant was accruing benefits under
either this Plan
or any predecessor plan
that merged into
this Plan.
Notwithstanding the preceding sentence, Years of Accrual
Service
will not include
any
