SEABOARD CORPORATION
409A EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009

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

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

 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

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

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

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

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.

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

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 service for an entity occurring prior to the time the entity became a Related Company.

ARTICLE III.
PARTICIPATION

3.1. Participation Date. All persons who are Participants in the 2005 Plan immediately prior to the Effective Date will remain Participants as of the Effective Date, and the Participation Date of any such Participant is that date prior to the Effective Date that he became a Participant. An employee of the Company who is not a Participant on the Effective Date, and who is determined by the President of the Company to be a member of a select group of management or highly compensated employees, will become a Participant if he is designated as a Participant by the President of the Company. Such employee's Participation Date will be the date specified by the President of the Company. Commencement of participation does not guarantee any Participant continued active participation hereunder.

3.2. Cessation of Participation. A Participant will cease to be a Participant when he no longer has an Accrued Benefit.

3.3. Inactive Participants. An Inactive Participant will have a frozen Accrued Benefit hereunder. If at any time the frozen Accrued Benefit of an Inactive Participant is zero, then the Inactive Participant will no longer have an Accrued Benefit and will cease to be a Participant.

3.4. Participation not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any Participant the right to continue in the employ of or provide services to the Company, or interfere in any way with the right of the Company to terminate the employment of the Participant or give any right or claim to any benefit under the terms of the Plan unless such right or claim is specifically vested under the terms of the Plan.

ARTICLE IV.
RETIREMENT BENEFITS

4.1. Determination of Accrued Benefit. A Participant's Accrued Benefit is a benefit payable in the form of a single life annuity commencing on the Participant's Normal Retirement Date (or the Participant's Separation Date if later than his Normal Retirement Date) in an annual amount equal to the excess of (1) the sum of (a) (the "Pre-Participation Service Benefit") and (b) (the "Post-Participation Service Benefit") below, over (2) the sum of (c) (the "Pension Plan Offset"), and (d) (the "Prior Cash Payment Offset"); provided, however, in no event shall the Participant's Accrued Benefit be less than the amount of the Participant's Accrued Benefit immediately prior to the Effective Date.

(a) Pre-Participation Service Benefit. A Participant's Pre- Participation Service Benefit will be determined taking into account only the Participant's Years of Accrual Service as of his Participation Date ("Pre- Participation Years of Accrual Service") and will be an amount equal to the sum of:

(i) .65% of his Final Average Earnings multiplied by his Pre-Participation Years of Accrual Service; and

(ii) .50% of his Final Average Earnings in excess of Covered Compensation multiplied by his Pre- Participation Years of Accrual Service.

(b) Post-Participation Service Benefit. A Participant's Post-Participation Service Benefit will be determined taking into account the Participant's Years of Accrual Service after the Participant's Participation Date ("Post-Participation Years of Accrual Service") and will be an amount equal to 2.5% of his Final Average Earnings multiplied by his Post-Participation Years of Accrual Service.

(c) Pension Plan Offset. The amount of a Participant's Pension Plan Offset is the Actuarial Equivalent of the Participant's accrued benefit as defined in the Pension Plan, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date.

(d) Prior Cash Payment Offset. This offset applies only to those Participants who received one or more cash payments under the provisions of the Plan in effect from January 1, 1994 through January 1, 1997. The amount of the Prior Cash Payment Offset is the Actuarial Equivalent of the benefit satisfied with such cash payments, determined as if such benefit were payable in the form of a single life annuity that commences on the Participant's Normal Retirement Date or, if later, the Participant's Separation Date. The name of each Participant who received one or more such cash payments and the benefit satisfied with such cash payment or payments are listed on Addendum B attached hereto.

4.2. Early Retirement Accrued Benefit. A Participant's Accrued Benefit on or after the Participant's Early Retirement Date (regardless of whether the Participant's Separation from

Service occurs before or after the Participant's Early Retirement Date) and prior to the Participant's Normal Retirement Date will be an early retirement Accrued Benefit. The Participant's early retirement Accrued Benefit determined as of a date that is on or after the date the Participant attains age 55 will equal the Participant's Accrued Benefit as determined under
Section 4.1, reduced by 4% for each year by which the date of the determination of such Participant's early retirement Accrued Benefit precedes the Participant's Normal Retirement Date. The Participant's early retirement Accrued Benefit determined as of a date that is prior to the date the Participant attains age 55 will equal the actuarial equivalent, as of such determination date, based on the interest and mortality tables then applicable under Section 2.3, of the Participant's early retirement Accrued Benefit at age 55 as determined in accordance with the preceding sentence.

ARTICLE V.
PAYMENT OF BENEFITS

5.1. Fully Vested Benefits. A Participant will be fully vested in the Participant's Accrued Benefit upon the first to occur of:

(a) The Participant's Normal Retirement Date if the Participant is an employee of the Company or a Related Company on the Participant's Normal Retirement Date; or

(b) The Participant's disability as determined by the Committee if such disability occurs while the Participant is an employee of the Company or a Related Company; or

(c) The Participant's death while the Participant is an employee of the Company or a Related Company; or

(d) The Participant's completion of five Years of Service; or

(e) A Change of Control.

5.2. Forfeitures. If the Participant does not have a vested Accrued Benefit under the provisions of Section 5.1 upon the Participant's Separation Date, then the Participant's Accrued Benefit will be forfeited.

5.3. Commencement of Payment. If the Participant's vested Accrued Benefit is paid in the form of an annuity as hereinafter provided, then payment will commence in the seventh month following the month in which the Participant has a Separation from Service, or in the month of the Participant's attainment of age 62 if later. If the Participant's vested Accrued Benefit is paid in the form of a lump sum as hereinafter provided, then payment will be made in the seventh month following the month in which the Participant has a Separation from Service (or during the 90-day period following the effective date of this amended and restated Plan if later). The following provisions of this Section 5.3 will apply notwithstanding the preceding provisions of this Section 5.3. If a Change of Control occurs prior to the date the Participant has a Separation from Service, then the Participant's vested Accrued Benefit will be paid to the Participant in a lump sum payment within 90 days following the Change of Control. If the

Participant incurs a Disability prior to the date the Participant has a Separation from Service, then the Participant's vested Accrued Benefit will be paid to the Participant in a lump sum within 90 days following the determination of such Disability.

5.4. Method of Payment. The Participant's vested Accrued Benefit will be paid in one of the following methods elected by the Participant in accordance with Section 5.5:

(a) Lump Sum Payment: A lump sum payment is a single cash payment in an amount equal to the Actuarial Value of the Participant's vested Accrued Benefit determined as of the payment date; provided, however, if the Participant is eligible to receive an early retirement benefit under Section 4.2, then the amount of a single lump sum payment to the Participant will equal the present value determined as of the payment date of the Participant's early retirement benefit under Section 4.2 payable in the form of a single life annuity commencing on the payment date and determined by using the interest and mortality tables then applicable for purposes of determining Actuarial Value. Notwithstanding any contrary election made by a Participant, the Participant's vested Accrued Benefit will always be paid in a lump sum payment if as of the commencement date determined under Section 5.3 the dollar amount of the lump sum payment is less than or equal to the sum of $50,000.

(b) Annuity Payment: An annuity is payment in one of the forms described in the subparagraphs under this paragraph (b) that is the Actuarial Equivalent of the Participant's vested Accrued Benefit. If the Participant has an Eligible Spouse at the time the election is made and elects a joint and survivor annuity payment, but does not have an Eligible Spouse at the time benefit payments commence, then benefit payments will be made in the form of a single life annuity unless the Participant elects a single life annuity with a ten (10) year term certain in accordance with the provisions of Section 5.5.

(i) Single Life Annuity. A single life annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant.

(ii) 50% Joint and Survivor Annuity. A 50% joint and survivor annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant and to the Participant's Eligible Spouse upon the Participant's death for the lifetime of the Participant's Eligible Spouse, with each payment to the Participant's Eligible Spouse being 50% of the amount of each payment to the Participant.

(iii) Single Life Annuity with 10 Year Term Certain. A single life annuity with a ten (10) year term certain is a single life annuity described in subparagraph (i) above with a guaranteed payment term of ten (10) years.

(iv) 75% Joint and Survivor Annuity. A 75% joint and survivor annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in

annual payments to the Participant for the lifetime of the Participant and to the Participant's Eligible Spouse upon the Participant's death for the lifetime of the Participant's Eligible Spouse, with each payment to the Participant's Eligible Spouse being 75% of the amount of each payment to the Participant.

(v) 100% Joint and Survivor Annuity. A 100% joint and survivor annuity is the Actuarial Equivalent of the Participant's vested Accrued Benefit payable in annual payments to the Participant for the lifetime of the Participant and to the Participant's Eligible Spouse upon the Participant's death for the lifetime of the Participant's Eligible Spouse, with each payment to the Participant's Eligible Spouse being 100% of the amount of each payment to the Participant.

5.5. Participant Elections of Method of Payment. A method of payment election must be made in accordance with subparagraphs
(a) and (b) of this Section 5.5. A method of payment election must be made on a form provided by the Committee and will not be validly made until delivered to the Committee.

(a) Initial Elections: An Employee who is a Participant in the Plan on December 31, 2008, must make the initial method of payment election on or before December 31, 2008. An Employee who becomes a Participant after December 31, 2008, must make the method of payment election on or before the Employee's Participation Date. Any Participant who does not elect a method of payment is deemed to have elected a lump sum payment.

(b) Subsequent Elections: Except as hereafter provided in this subparagraph (b), a Participant's method of payment election is irrevocable. If a Participant has elected in accordance with the provisions of the preceding subparagraph (a) of this Section 5.5 that the method of payment of the Participant's vested Accrued Benefit will be an annuity, then at any time prior to the time the first annuity payment to the Participant is made, the Participant may elect to change the form of annuity to another form of annuity provided under the provisions of subparagraph (b) of Section 5.4. Such election shall be made by an instrument in writing signed by the Participant and delivered to the Committee

5.6. Death Benefit. If the Participant dies prior to the commencement of payment of Participant's Accrued Benefit, then the Participant's vested Accrued Benefit will be paid to the Participant's beneficiary as determined under Section 5.7 as soon as practical after the Participant's death in the form of a lump sum payment. If the Participant dies after the payment or commencement of payment of the Participant's Accrued Benefit, no further payments will be made hereunder with respect to the Participant and the Participant's benefits hereunder shall be deemed to be fully paid; provided, however, that if at the time of the Participant's death, the Participant's Accrued Benefit was being paid in the form of a single life annuity with a ten (10) year term certain and all of the guaranteed payments had not been made, then the remaining guaranteed payments will be paid to the Participant's beneficiary as determined under Section 5.7; and provided, further, that if at the time of the Participant's death, the Participant's Accrued Benefit was being paid in the form of a joint and survivor annuity, then if the Participant's

Eligible Spouse survives the Participant, the survivor annuity benefit will be paid to the Participant's Eligible Spouse until the death of the Participant's Eligible Spouse.

5.7. Determination of Beneficiary. Each Participant from time to time may designate any person or persons, trust, estate or charitable institution (who may be designated concurrently or contingently) to whom the Participant's vested Accrued Benefit under the Plan will be paid if the Participant dies prior to the payment or commencement of payment of the Participant's Accrued Benefit or if the Participant dies after the commencement of payment in the form of a single life annuity with a ten (10) year term certain and prior to the completion of such guaranteed payments. A beneficiary designation will be effective only if filed in writing with the Plan Administrator while the Participant is alive. The Participant's beneficiary will be the beneficiary designated on the last such written designation filed by the Participant prior to the Participant's death.

If a Participant fails to validly designate a beneficiary, then the Participant's beneficiary will be the Participant's Eligible Spouse, but if the Participant is not survived by an Eligible Spouse then the Participant's beneficiary will be the personal representative of the Participant's estate; provided, however, if the Participant does not otherwise have a probate estate, the Plan Administrator may pay the Participant's vested Accrued Benefit to such person or persons whom the Plan Administrator determines, in the Plan Administrator's sole and absolute discretion, would be the beneficiaries in a probate proceeding, and the Plan Administrator shall have no liability to any person for any such determination.

ARTICLE VI.
FUNDING

6.1. Unfunded Plan. This Plan is an unfunded plan for income tax purposes and for purposes of Title I of ERISA. The Company may from time to time deposit assets in a trust established by the Company that is subject to the creditors of the Company but which assets must otherwise be used for the purpose of paying Accrued Benefits hereunder. In the event of a Change of Control, the Company will, as soon as practical following such Change of Control, deposit or cause to be deposited in such trust assets of an amount sufficient (as determined by the actuary of the Pension Plan) to pay all vested Accrued Benefits of the Participants as determined as of the first day following such Change of Control.

ARTICLE VII.
WITHHOLDING OF TAXES

7.1. Tax Withholding. The Company has the right to retain and withhold from any payment of benefits hereunder the amount of taxes required by any government to be withheld or otherwise be deducted and paid with respect to such payment.

ARTICLE VIII.
PLAN ADMINISTRATOR

8.1. Membership and Authority. The Board may appoint, or delegate the appointment of, a Committee to act as Plan Administrator. In the event a Committee is acting as

Plan Administrator, the Committee shall act by a majority of its members except to the extent it has delegated responsibilities hereunder. The Plan Administrator shall have the following powers, rights and duties in addition to those vested in it elsewhere in the Plan:

(a) To adopt such rules of procedure and regulations as, in its opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the provisions of the Plan.

(b) To enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted.

(c) To construe and interpret the Plan in the Plan Administrator's sole discretion, and to determine all questions arising under the Plan, including the power to determine the rights of Participants and their beneficiaries and the amount of their respective benefits.

(d) To maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Plan Administrator may decide.

(e) To direct all payments of benefits under the Plan.

8.2. Delegation. In exercising its authority to control and manage the operation and administration of the Plan, the Plan Administrator may employ agents and counsel (who may also be employed by the Company) and delegate to them such powers as the Plan Administrator deems desirable.

8.3. Information to be Furnished. The Company shall furnish the Plan Administrator or its delegees such data and information as may be required. The records of the Company as to an employee's or Participant's period of employment, Separation from Service and the reason therefore, leave of absence and compensation will be conclusive on all persons unless determined to be incorrect.

8.4. Plan Administrator's Decision Final. Any interpretation of the Plan and any decision on any matter within the discretion of the Plan Administrator made in good faith is binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Plan Administrator shall make such adjustment on account thereof as it considers equitable and practicable.

8.5. Remuneration and Expenses. No remuneration shall be paid to the Plan Administrator (or any Committee member) for services hereunder. All expenses of the Plan Administrator (or a Committee member) incurred in the performance of the administration of the Plan shall be reimbursed by the Company.

8.6. Indemnification of Committee Member. The Committee and the individual members thereof shall be indemnified by the Company against any and all liabilities, losses, costs, and expenses (including fees and expenses) of whatsoever kind and nature which may be

imposed on, incurred by or asserted against the Committee or the members by reason of the performance of a Committee function if the Committee or such members did not act dishonestly or in willful or negligent violation of the law or regulations under which such liability, loss, cost or expense arises.

8.7. Resignation or Removal of Committee Member. A Committee member may resign at any time by giving ten (10) days advance written notice to the Company and the other Committee members. The Company may remove a Committee member by giving advance written notice to him or her, and the other Committee members.

8.8. Interested Committee Member. A member of the Committee may not decide or determine any matter or question concerning his or her own benefits under the Plan.

ARTICLE IX.
CLAIMS PROCEDURE

9.1. Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee which shall respond in writing as soon as practicable.

9.2. Denial of Claim. If the claim or request is denied, the written notice of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Committee and shall state:

(a) The reason for denial, with specific reference to the Plan provisions on which the denial is based.

(b) A description of any additional material or information required and an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

9.3. Review of Claim. Any person whose claim or request is denied or who has not received a response within ninety (90) days may request review by notice given in writing to the Committee within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

9.4. Final Decision. The decision on review shall normally be made within sixty (60) days after the Committee's receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days after the Committee's receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant plan provisions. All decisions on review shall be final and bind all parties concerned.

ARTICLE X.
AMENDMENTS OR TERMINATION OF THE PLAN

10.1. Board. The Board may, at any time or times, amend the Plan, pursuant to written resolution adopted by the Board; provided, however, no amendment shall be effective to decrease the amount of any Participant's Accrued Benefit which, at the time of the amendment, was fully vested hereunder, unless the Participant agrees to such amendment, and no amendment may relieve the Company of its obligation under Article VI unless all of the Participants agree to such amendment. The Board may, at any time, terminate the Plan by written resolution adopted by the Board. In the event the Board terminates the Plan, all Participants who are employees of the Company or a Related Company at the time of such termination, will become fully vested in their Accrued Benefits. Any payment hereunder will be made as provided herein regardless of the Plan termination except to the extent allowed under Code Section 409A. In addition to the preceding amendment authority of the Board, the appropriate officers of the Company are authorized to amend the Plan from time to time as they deem advisable for purposes of complying with any provisions of the Internal Revenue Code and Treasury Regulations and any other guidance issued by the Secretary of the Treasury, and the Committee is authorized to amend the Plan as provided in Section 2.2.

ARTICLE XI.
MISCELLANEOUS

11.1. Captions. The captions of articles, sections, paragraphs and subparagraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.2. Company Action. Except as may be specifically provided herein, any action required or permitted to be taken by the Company may be taken on behalf of the Company by any officer of the Company.

11.3. Company Records. Records of the Company as to an employee's or Participant's period of employment, Separation from Service and the reason therefore, leaves of absence, reemployment and compensation will be conclusive on all persons, unless determined to be incorrect.

11.4. Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and may be signed, made or presented by the proper party or parties.

11.5. Gender and Number. Where the context permits, words in the masculine gender shall include the feminine and neuter genders, the plural shall include the singular, and the singular shall include the plural.

11.6. Governing Law. Except to the extent governed by ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the state of Delaware.

11.7. Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly hereby declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or another person's bankruptcy or insolvency.

11.8. Participant Cooperation. A Participant will cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Company.

11.9. Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

11.10. Unsecured General Creditor. Participants and their beneficiaries, heirs, successors, and assigns will have no secured interest or claim in any property or assets of the Company whether or not such assets are held in a trust that may be used for the purpose of paying benefits hereunder. For purposes of the Plan, any and all of the Company's assets shall be, and remain, the general, unpledged, assets of the Company. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future. No Company shall have any obligation under this Plan with respect to individuals other than that Company's employees.

11.11. Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

11.12. Waiver of Notice. Any notice required under the Plan may be waived by the person entitled to notice.

The Company hereby agrees to the provisions of this Plan, and, in Witness Thereof, the Company causes this Agreement to be, executed on this 22nd day of December, 2008.

SEABOARD CORPORATION

By:  /s/ Steve J. Bresky
     Steven J. Bresky, President

ADDENDA TO
SEABOARD CORPORATION
409A EXECUTIVE RETIREMENT PLAN,
AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009

Following is a list of the Addenda to the Seaboard Corporation 409A Executive Retirement Plan, Amended and Restated, Effective January 1, 2009, which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Addenda, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act.

Addendum A -- Participants
Addendum B -- Prior Cash Payments

AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009

SEABOARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I

HISTORY, PURPOSE AND EFFECTIVE DATE

1.01 History and Purpose.

Seaboard Corporation (the "Company") established the Seaboard Corporation Executive Deferred Compensation Plan (the "Plan") effective January 1, 1999. The primary purpose of the Plan is to provide for the mandatory deferral on a pre-tax basis of salary and bonus payable with respect to a particular Year to certain designated Executives whose Compensation for the Year exceeds the maximum allowable deductible amount of compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations thereunder. The Plan is intended to constitute an unfunded "top hat" arrangement under Title I of the Employee Income Retirement Security Act of 1974 (as amended) ("ERISA").

1.02 Effective Date. The Plan is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code. The Plan was amended and restated effective January 1, 2009 for the purpose of satisfying the requirements of Section 409A of the Code. The Company hereby amends and restates the Plan effective January 1, 2009 for the purpose of complying with final Treasury regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is intended to be an arrangement that is unfunded and maintained primarily for the purpose of providing supplemental retirement income 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 Section 409A of the Code, and the Plan shall be interpreted and administered accordingly.

ARTICLE II

DEFINITIONS

2.01 Account or Account Balance. "Account" or "Account Balance" shall mean with respect to an Executive the sum of his Annual Deferral Amounts and Company Contribution Amounts designated on his behalf, if any, as adjusted for Investment Return, and reduced by distributions hereunder. This Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to an Executive pursuant to this Plan.

2.02 Annual Deferral Amount. "Annual Deferral Amount" shall mean that portion of an Executive's salary or bonus for a Year which is deferred pursuant to this Plan. In the event of an Executive's Separation from Service prior to the end of a Year, the Annual Deferral Amount

for such Year shall be the actual amount, if any, deferred prior to the Executive's Separation from Service.

2.03 Beneficiary. "Beneficiary" shall mean the person, persons, estate or other legal entity of, or established by, an Executive entitled to receive any benefits under this Plan in the event of the Executive's death.

2.04 Board. "Board" shall mean the Board of Directors of the Company.

2.05 Change of Control. "Change of Control" shall mean 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 2.05, the attribution of ownership rules under Code Section 318(a) shall apply. Also for purposes of determining whether there has been a Change of Control, "Company" means only Seaboard Corporation and any successors to the business of Seaboard Corporation..

2.06 Code. "Code" shall mean the Internal Revenue Code of 1986, as may be amended from time to time, and final Treasury Regulations issued thereunder.

2.07 Company. "Company" shall mean Seaboard Corporation and, for purposes of all references herein to an Executive's Compensation or his employer's deduction, shall include every member of the Company's affiliated group, as determined under
Section 1504 of the Code.

2.08 Company Contribution Amount. "Company Contribution Amount" shall mean a nonelective amount credited to an Executive's Account, at any time or times, which may be either a Company Discretionary Contribution or a Company Regular Contribution. A Company Discretionary Contribution is an amount that is credited to an Executive's Account, at any time or times, in the discretion of the Board. A Company Regular Contribution is an amount that is credited to the Account of an Executive with respect to any one or more of an Annual Deferral Amount, a Company Discretionary Contribution, or a portion of the Executive's Compensation, as herein provided.

2.09 Compensation. "Compensation" shall mean an Executive's "applicable employee remuneration" as defined in Section 162(m)(4) of the Code and final Treasury Regulations issued thereunder.

2.10 Excess Compensation. "Excess Compensation" shall mean the excess of Adjusted Compensation over the maximum amount of compensation determined pursuant to Code Section 401(a)(17) that can be taken into account under the 401(k) plan maintained by Seaboard Corporation for salaried employees for the plan year of such 401(k) plan that ends within the Year Excess Compensation is being determined hereunder. For this purpose, "Adjusted Compensation" shall mean the Executive's Compensation for a Year reduced by (a) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, and welfare benefits; (b) any amount of taxable income recognized by the Executive upon the exercise of an option under any option plan or program maintained by the Company; and (c) any taxable income recognized by the Executive as a result of a distribution under any nonqualified deferred compensation arrangement (including this Plan), and increased by any elective contributions by the Executive to a plan maintained by the Company and not includable in gross income due to the provisions of Code Sections 125, 401(k) or 132(f).

2.11 Executive. "Executive" shall mean any member of management or highly compensated employee who is a "covered employee" under Section 162(m)(3) of the Code with respect to any Year, and who is designated by the Board to participate in the Plan for purposes of the mandatory Annual Deferral Amount under Article III, or for purposes of a Company Discretionary Contribution under Article IV, or both. An Executive who is designated by the Board to participate in the Plan for purposes of the mandatory Annual Deferral Amount shall continue to participate for such purpose each year until the Board designates otherwise or until Executive's Separation from Service. An Executive who is designated by the Board to participate in the Plan for purposes of a Company Discretionary Contribution for a particular Year shall not participate in the Plan for any other purpose except the purpose so designated and shall not participate in the Plan for any other Year except the Year as designated, unless and until a new designation is made by the Board. Executive shall also mean a former Executive for whom an Account is maintained hereunder.

2.12 Investment Return. "Investment Return" shall mean the amount that is either credited to Executive's Account or deducted from Executive's Account to reflect the positive or negative return of the investment measure or measures selected by Executive pursuant to Article V.

2.13 Plan. "Plan" shall mean the Seaboard Corporation Executive Deferred Compensation Plan, as set forth herein and as amended from time to time.

2.14 Plan Administrator. "Plan Administrator" shall mean the Company or such person or persons designated by the Company to act in such capacity. No individual who participating hereunder shall have any authority with respect to the administration of the Plan.

2.15 Related Company. "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).

2.16 Separation from Service. "Separation from Service" means the Executive'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 Executive and Company reasonably anticipate that no further services will be performed by the Executive for the Company; provided, however, that an Executive 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 Executive has been providing services to the Company for less than 36 months). For this purpose, an Executive 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 not exceed six (6) months, or if longer, so long as the Executive has a right to reemployment with the Company under an applicable statute or by contract. Where used in this Section 2.16, the term Company includes any Related Company.

2.17 Unforeseeable Emergency. "Unforeseeable Emergency" means an unanticipated emergency that is caused by an event beyond the control of the Executive that would result in severe financial hardship to the Executive resulting from (i) a sudden and unexpected illness or accident of the Executive or a dependent of the Executive, (ii) a loss of the Executive's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive, all as determined in the sole discretion of the Plan Administrator.

2.18 Valuation Date. "Valuation Date" shall mean the last day of each calendar quarter and the date of distribution of any portion of the Executive's Account hereunder and any

other date determined by the Plan Administrator in its discretion for any reason from time to time.

2.19 Year. "Year" shall mean a calendar year.

ARTICLE III

ANNUAL DEFERRAL AMOUNTS

3.01 Application and Deferral. The provisions of this Article III apply to any individual who is designated by the Board as an Executive for purposes of the Annual Deferral Amount. Any such designation will be effective commencing on the first day of the Year following the Year in which the designation is made.

3.02 Deferral. A portion of such Executive's Compensation will be deferred each Year in accordance with the terms and conditions of this Article III.

3.03 Amount of Annual Deferral. The amount of an Executive's Compensation which shall be deferred each Year under this Article III shall equal the excess of such Executive's Compensation for any Year (including any bonus that may be paid with respect to such Year in the following Year and that, but for Section 162(m) of the Code, would be deductible by the Company in such current Year) over one million dollars ($1,000,000) (or such other amount specified in Section 162(m) of the Code).

3.04 Time of Annual Deferral. Compensation shall not be deferred in any Year until the Executive has been paid Compensation with respect to such Year equal to or exceeding one million dollars ($1,000,000).

3.05 Credit to Account. The Annual Deferral Amount shall be credited to Executive's Account at such time or times such amount would have been paid to Executive absent the provisions of this Article III.

ARTICLE IV

COMPANY CONTRIBUTION AMOUNT

4.01 Company Discretionary Contribution. The provisions of this Section 4.01 apply to any individual who is designated as an Executive for a Year for purposes of a Company Discretionary Contribution. The Board may make this designation at any time during the Year. If the Board designates an individual as an Executive for purposes of the Company Discretionary Contribution for a Year, then the Board shall determine in its discretion the amount of the Company Discretionary Contribution and the date of such contribution. The Company Discretionary Contribution shall be credited to the Executive's Account on such date.

4.02 Company Regular Contribution. The provisions of this
Section 4.02 apply to any Executive with respect to a Year for which the Executive has been designated by the Board as an Executive for purposes of the Annual Deferral Amount or the Company Discretionary Contribution, or both. The Company Regular Contribution for a Year with respect to an Executive who has been designated by the Board as an Executive for purposes of the Annual Deferral Amount, or both the Annual Deferral Amount and the Company Discretionary Contribution, shall be the sum of (a) 3% of the Annual Deferral Amount credited to the Executive's Account for such Year, (b) 3% of any Company Discretionary Contribution amount credited to the Executive's Account for such Year, and (c) 3% of the Executive's Excess Compensation. The Company Regular Contribution for a Year with respect to an Executive who has been designated by the Board as an Executive for purposes of the Company Discretionary Contribution only, shall be 3% of the Company Discretionary Contribution amount credited to the Executive's Account for such Year. Each time an Annual Deferral Amount or a Company Discretionary Contribution amount is credited to an Executive's Account, on that date or as soon as administratively feasible after that date, a Company Regular Contribution will also be credited to the Executive's Account.

ARTICLE V

ACCOUNT AND INVESTMENT RETURN

5.01 Investment Return. The Investment Return shall be determined based upon the investment measure or measures selected by the Executive in accordance with procedures established by the Plan Administrator pursuant to Section 5.02. The Executive will be permitted to elect investment measures only from those investment measures made available to the Executive by the Plan Administrator. One investment measure will be an investment vehicle that is deemed to earn a rate of return equal to eight percent (8%). At any time this is the only investment measure then it will apply for purposes of determining the Investment Return, and an election will not be made. Additional investment measures may include a pooled account managed by a professional manager and consisting primarily of equities and fixed income investments in approximate percentages designated, or any other investment measures selected by the Plan Administrator. The Plan Administrator may delete any of the additional investment measures at any time or times and substitute other investment measures.

5.02 Investment Procedures. The Plan Administrator will establish procedures, which may be changed from time to time, for the selection by Executive of investment measures under this Article V and for Executive's change of such selection.

5.03 Valuation Dates. As of each Valuation Date the Plan Administrator will make the appropriate adjustments to the Executive's Account for the Investment Return.

5.04 Vesting. The Executive shall be fully vested in his Account at all times.

5.05 No Actual Investment. The method prescribed herein to determine the Investment Return shall in no way require that the Company make any investment of Company

assets in any investment nor entitle the Executive to any rights or interest in any investment held by the Company outright or in trust.

ARTICLE VI

DISTRIBUTION

6.01 Amount of Benefit. The amount of an Executive's benefit hereunder at a Valuation Date shall be the Executive's Account Balance.

6.02 Annual Distribution. During the last month of each Year, and as near as administratively feasible to or on the last day of the Year, the Company shall pay an amount equal to the Executive's Account Balance determined as of such date to the Executive. Notwithstanding the preceding sentence, if as of the date payment is to otherwise be made under the preceding sentence, the Plan Administrator reasonably anticipates that the Company's deduction with respect to such payment to the Executive would be limited or eliminated by the application of Code Section
162(m), then such payment shall not be made except to the extent of a distribution amount that the Plan Administrator reasonably determines will not so limit or eliminate the Company's deduction. Any payment made under this Section 6.02 will be a lump sum payment. The second sentence of this Section 6.02 will not apply with respect to an amount to be paid under the first sentence of this Section 6.02 unless all scheduled payments to the Executive that may then be made under a plan subject to the provisions of Section 409A of the Code and that may be delayed are delayed in accordance with the requirements of Treasury regulation Section 1.409A-2(b)(7)(i).

6.03 Mandatory Distribution Upon Change of Control. In the event of a Change of Control, the Executive's Account Balance will be distributed by the Company to the Executive in a lump sum payment within 90 days following the occurrence of such Change of Control.

6.04 Mandatory Distribution Upon Separation from Service. In the event of the Executive's Separation from Service, then unless the Executive's Account Balance is to be distributed earlier under another provision of this Article VI, the Executive's Account Balance will be distributed by the Company to the Executive in a lump sum payment during the 90-day period commencing on the first day of the seventh month following the Executive's Separation from Service.

6.05 Death Prior to Payment of Benefits. In the event of an Executive's death prior to the payment to the Executive of the Executive's Account Balance, an amount equal to the Executive's Account Balance shall be paid to the Executive's designated Beneficiary in a lump sum payment during the 90-day period commencing on the date of the Executive's death.

6.06 Distribution Upon Unforeseeable Emergency. If the Plan Administrator determines that an Executive has an Unforeseeable Emergency, then upon the written request of the Executive the Plan Administrator may direct the Company to distribute to the Executive an amount that shall not exceed the amount necessary to satisfy such emergency need plus amounts

necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Executive's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

ARTICLE VII

BENEFICIARY

7.01 Beneficiary Designation. An Executive shall designate a Beneficiary to receive benefits under the Plan on an appropriate form provided by the Plan Administrator. If more than one Beneficiary is named, the share and/or precedence of each Beneficiary shall be indicated. An Executive shall have the right to change the Beneficiary by submitting to the Plan Administrator a new Beneficiary designation form.

7.02 Proper Beneficiary. If the Plan Administrator has any doubt as to the proper Beneficiary to receive payments hereunder, the Plan Administrator shall have the right to direct the Company to withhold such payments, and the Company may withhold such payments, until the matter is finally adjudicated. However, any payment made by the Company, in good faith and in accordance with this Plan, shall fully discharge the Company from all further obligations with respect to that payment.

7.03 Minor or Incompetent Beneficiary. In making any payments to or for the benefit of any minor or an incompetent Beneficiary, the Company, in its sole and absolute discretion, may make a distribution to a legal or natural guardian or other relative of a minor or court-appointed representative of such incompetent. Alternatively, it may make a payment to any adult with whom the minor or incompetent temporarily or permanently resides. The receipt by a guardian, court-appointed representative, relative or other person shall be a complete discharge to the Company. Neither the Company nor the Plan Administrator shall have any responsibility to see to the proper application of any payments so made.

7.04 No Beneficiary Designation. If an Executive fails to designate a Beneficiary as provided in Section 7.01 above, or if all designated Beneficiaries predecease the Executive or die prior to complete distribution of the Executive's Account Balance, then the Executive's designated Beneficiary shall be deemed to be his surviving spouse. If the Executive has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the Executive's estate.

ARTICLE VIII

ADMINISTRATION OF THE PLAN

8.01 Finality of Determination. Subject to the Plan, the Plan Administrator shall, from time to time, establish rules, forms and procedures for the administration of the Plan. Except as herein otherwise expressly provided, the Plan Administrator shall have the exclusive

right to interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan, and it shall endeavor to act, whether by general rules or by particular decisions, so as not to discriminate in favor of or against any person. The decisions, actions and records of the Plan Administrator shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under the Plan, and cannot be overruled by a court of law unless arbitrary or capricious.

8.02 Certificates and Reports. The members of the Board and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel, which legal counsel may be counsel for the Company.

8.03 Indemnification and Exculpation. The Company shall indemnify and hold harmless any person or entity designated to act as the Plan Administrator or its designee and each current and former member of the Board against any and all expenses and liabilities (to the extent not indemnified under any liability insurance contract or other indemnification agreement) which the person incurs on account of any act or failure to act in connection with the good faith administration of the Plan. Expenses against which the Plan Administrator, its designee or a member of the Board shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which the Plan Administrator, its designee or such member of the Board may be entitled as a matter of law, but shall be conditioned upon the person's notifying the Company of the claim of liability within sixty (60) days of the notice of that claim and offering the Company the right to participate in and control the settlement and defense of the claim.

8.04 Expenses. The expenses of administering the Plan shall be borne by the Company.

8.05 FICA and Other Taxes. The Company is authorized to withhold from the Executive's Compensation, the Executive's share of FICA and other employment taxes attributable to any Annual Deferral Amount or Company Discretionary Amount in accordance with the Treasury Regulations under Section 3121(v) of the Code.

ARTICLE IX

CLAIMS PROCEDURE

9.01 Written Claim. Benefits shall be paid in accordance with the provisions of this Plan. The Executive, or a designated recipient or any other person claiming through the Executive may make a written request for benefits under this Plan. Any such claim shall be mailed or delivered to the Plan Administrator. Such claim shall be reviewed by the Plan Administrator or a delegate.

9.02 Denied Claim. If the claim is denied, in full or in part, the Plan Administrator shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired.

9.03 Review Procedure. If the claim is denied and a review is desired, the Executive (or Beneficiary) shall notify the Plan Administrator in writing within sixty (60) days after receipt of the written notice of denial. In requesting a review, the Executive or Beneficiary may request a review of pertinent documents with regard to the benefits created under this agreement, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments, and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Plan Administrator.

9.04 Plan Administrator Review. The decision on the review of the denied claim shall be rendered by the Plan Administrator within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to specific provisions of this Plan on which the decision is based.

ARTICLE X

NATURE OF COMPANY'S OBLIGATION

10.01 Company's Obligation. The Company's obligations under this Plan shall be an unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its obligations under this Plan.

10.02 Creditor Status. Any assets which the Company may acquire or set aside to help cover its financial liabilities under the Plan are and must remain general assets of the Company subject to the claims of its creditors. Neither the Company nor this Plan gives an Executive or Beneficiary any beneficial ownership interest in any asset of the Company. All rights of ownership in any such assets are and remain in the Company. All Plan Executives and Beneficiaries shall be unsecured general creditors of the Company.

ARTICLE XI

MISCELLANEOUS

11.01 Written Notice. Any notice given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Plan Administrator at Seaboard Corporation. If notice is to be given to the Executive, such notice shall be sent to the Executive's last known address.

11.02 Change of Address. Any Executive may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

11.03 Merger, Consolidation or Acquisition. The Plan shall be binding upon the Company, its assigns, and any successor to the Company which shall succeed to substantially all of its assets and business through merger, acquisition or consolidation, and upon an Executive, a Beneficiary, assigns, heirs, executors and administrators.

11.04 Amendment and Termination. The Company retains the sole and unilateral right to terminate, amend, modify, or supplement this Plan, in whole or part, at any time. However, no Company action under this right shall reduce the Account of any Executive or Beneficiary (other than a reduction attributable to Investment Return), and no Company action shall accelerate the time of payment of the Executive's Account.

11.05 Employment. This Plan does not provide a contract of employment between the Company and the Executive, and the Company reserves the right to terminate the Executive's employment for any reason, at any time, notwithstanding the existence of this Plan.

11.06 Non-transferability. Except insofar as required or prohibited by applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Plan shall be valid or recognized by the Company. Neither the Executive or designated Beneficiary shall have any power to hypothecate, mortgage, commute, modify, or otherwise encumber in advance of any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony, or maintenance, owed by the Executive or Beneficiary, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.

11.07 Tax Withholding. The Company may withhold from a payment any federal, state, or local taxes required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate as necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment.

11.08 Successors. The provisions of this Plan shall bind the Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity

11.09 Applicable Law. This Plan shall be governed by the laws of the State of Kansas to the extent not pre-empted by federal law.

11.10 Gender and Number. Wherever the context so requires, masculine pronouns include the feminine and singular words shall include the plural.

11.11 Titles. Titles of the Articles of this Plan are included for ease of reference only and are not to be used for the purpose of construing any portion or provision of this Plan document.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer on this 22nd day of December, 2008.

SEABOARD CORPORATION

By  /s/ Steven J. Bresky
    Steven J. Bresky, President

SEABOARD CORPORATION RETIREE MEDICAL BENEFIT PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009

ARTICLE I.
PURPOSE

The Seaboard Corporation Retiree Medical Benefit Plan (the "Plan") was established by Seaboard Corporation effective March 4, 2005. The primary purpose of the Plan is to provide medical benefits not otherwise provided under the Seaboard Corporation Health Plan to certain individuals who have rendered valuable services to Seaboard Corporation. The Plan is hereby amended and restated for the purpose of adding certain provisions in compliance with Section 409A of the Internal Revenue Code of 1986, as amended.

ARTICLE II.
DEFINITIONS

For purposes of this Plan, the following words and phrases shall have the meaning indicated below.

2.1 "Benefits" means the medical benefits provided through this Plan.

2.2 "Change of Control" means an event or transaction which results in one or more of the following:

(a) The acquisition by any person or entity (other than by the Company or one of its subsidiaries) 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 liquidation of the Company or the sale of more than eighty-five percent (85%) of the assets of the Company to an unrelated person or entity;

(c) The approval by the shareholders of the Company of a reorganization, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of the directors of the reorganized, merged or consolidated entity's then outstanding voting securities; or

(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) of more than 50% of either the membership interests or the combined voting power of Seaboard Flour, LLC.

2.3 "COBRA" means the Consolidated Omnibus Reconciliation Act of 1985 as amended from time to time and the regulations thereunder.

2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and final Treasury regulations issued thereunder.

2.5 "Committee" means the committee that administers this Plan pursuant to Article V.

2.6 "Company" means Seaboard Corporation, a Delaware corporation, and its successors and assigns.

2.7 "Company Health Plan" means the Seaboard Corporation Health Plan as from time to time amended.

2.8 "Dependent" means an unmarried child (natural or adopted) of an Eligible Employee or of a deceased Eligible Employee provided such unmarried child is either:

(a) under 19 years of age and dependent on the Eligible Employee (if living) for support and maintenance; or

(b) over 19 years of age and under 25 years of age, dependent on the Eligible Employee (if living) for support and maintenance, and enrolled as a full-time student (as determined by the educational institution) at a high school or licensed or accredited school of higher learning; or

(c) over 19 years of age, primarily supported by the Eligible Employee (if living) and incapable of self-sustaining employment by reason of mental or physical handicap.

2.9 "Effective Date" means January 1, 2009, the date this amended and restated Plan is effective.

2.10 "Eligible Employee" means an Employee or former Employee described in Section 3.1 who is eligible to become a Participant upon satisfying the requirements for participation as set forth herein.

2.110 "Employee" means an employee of the Employer.

2.12 "Employer" means the Company and any subsidiary or affiliate of the Company that participates in this Plan with the consent of the Company and employs the Eligible Employee.

2.13 "Family Member" means (a) a person who is legally married to (and not legally separated from) a Participant who is an Eligible Employee, and (b) any Dependant of a Participant who is an Eligible Employee. Family Member also means (a) a person who is legally married to (and not legally separated from) an Eligible Employee at the time of the Eligible Employee's death (whether or not such death occurs prior to the time the Eligible Employee becomes a Participant), and (b) any Dependant of an Eligible Employee at the time of the Eligible Employee's death (whether or not such death occurs prior to the time the Eligible Employee becomes a Participant); provided, however, a Dependant who is a child of a deceased Eligible Employee shall not be a Family Member on and after the date such Dependant attains 19 years of age except that such Dependant will be a Family Member at any time or times such Dependant is (a) under 25 years of age and enrolled as a full-time student (as determined by the

educational institution) at a high school or licensed or accredited school of higher learning, or (b) incapable of self- sustaining employment by reason of mental or physical handicap. If an Eligible Employee ceases to be an Eligible Employee under the provisions of Section 3.2, then any Family Member with respect to such Eligible Employee shall thereupon cease to be a Family Member and no individual shall thereafter become a Family Member with respect to such Eligible Employee.

2.14 "Medicare" means the program of medical care benefits provided under Title XIX of the Social Security Act of 1965, as amended from time to time.

2.15 "Participant" means an Eligible Employee or a Family Member who receives Benefits under this Plan.

2.16 "Plan" means the Seaboard Corporation Retiree Medical Benefit Plan as set forth herein and as from time to time amended to the extent permitted hereunder with respect to any particular individual.

ARTICLE III.
PARTICIPATION

3.1 Eligibility. All Employees whose names are listed on Addendum A attached to this Plan are Eligible Employees as of the Effective Date. Any other Employee of the Company or other Employer will be an Eligible Employee if such Employee is specifically designated as an Eligible Employee in writing signed by the Chief Executive Officer of the Company and attached as an addendum to this Plan. Once an Employee is an Eligible Employee the Employee will remain an Eligible Employee (even though no longer an Employee) except as otherwise provided in Section 3.2.

3.2 Loss of Eligibility. If an Eligible Employee unlawfully converts to his or her direct or indirect personal benefit a material amount of funds of the Company or of any subsidiary or affiliate of the Company, then such Eligible Employee shall cease to be an Eligible Employee as of the date of such conversion.

3.3 Age and Service Conditions for Participation of Eligible Employee -- General Rule. An Eligible Employee may not become a Participant unless he or she has both (i) attained age 50, and (ii) completed at least 15 calendar years of continuous service as an Employee of the Employer or of any affiliate or subsidiary of the Employer.

3.4 Age and Service Conditions for Participation of Eligible Employee -- Exceptions. An Eligible Employee may become a Participant without having satisfied the age and service conditions in Section 3.3 if (a) the Eligible Employee is involuntarily terminated by the Employer (other than under circumstances described in Section 3.2), or (b) there is a Change of Control prior to the Eligible Employee's termination of employment with the Employer, or (c) the Employer no longer provides medical benefits to Employees other than benefits provided under this Plan.

3.5 Commencement of Participation of Eligible Employee Following Termination of Employment. An Eligible Employee who has terminated employment with the Employer and who prior to termination of employment has satisfied the age and service conditions under Section 3.3, or who under Section 3.4 is not required to satisfy the age and service conditions, will become a Participant as follows:

(a) If at the time of the Eligible Employee's termination of employment with the Employer, the Eligible Employee continues to receive medical benefits under the Company Health Plan pursuant to the provisions of COBRA, then the Eligible Employee will become a Participant upon the expiration of the period that such individual is receiving medical benefits pursuant to the provisions of COBRA.

(b) If at the time of such Eligible Employee's termination of employment with the Employer, the Eligible Employee continues to receive medical benefits under the Company Health Plan under provisions of the Company Health Plan that provide benefits to certain retirees who are not eligible for coverage under Medicare, then the Eligible Employee will become a Participant at the time the Eligible Employee is no longer eligible to receive such retiree medical benefits under the Company Health Plan.

(c) If at the time of an Eligible Employee's termination of employment with the Employer, the Eligible Employee is not entitled to receive medical benefits under the provisions of Company Health Plan under paragraphs (a) or (b) of this Section 3.5, then the Eligible Employee will become a Participant at the time of the Eligible Employee's termination of employment with the Employer.

3.6 Commencement of Participation of Eligible Employee Prior to Termination of Employment. If prior to the termination of employment of an Eligible Employee the Company terminates the Company Health Plan, then the Eligible Employee will become a Participant at the time of the termination of the Company Health Plan. Such Eligible Employee will continue to be a Participant upon such Eligible Employee's termination of employment unless such Eligible Employee ceases to be an Eligible Employee under Section 3.2.

3.7 Commencement of Participation of Family Member. A Family Member will become a Participant at the time of becoming a Family Member under Section 2.13.

3.8 Termination of Participation of Participant. A Participant will cease to be a Participant only if the Participant ceases to be an Eligible Employee under Section 3.2.

3.9 Termination of Participation of Family Member. A Participant who is a Family Member will cease to be a Participant if he or she ceases to be a Family Member under Section 2.13.

3.10 No Continuation Coverage. The Employer will have no obligation under COBRA or any other law to provide continuation coverage to any Participant following the date the Participant ceases to be a Participant hereunder.

ARTICLE IV.
BENEFITS

4.1 COBRA Payments. If an Eligible Employee is receiving medical benefits under the Company Health Plan pursuant to the provisions of COBRA, and if the Eligible Employee will become a Participant upon the expiration of the period that such individual is receiving medical benefits pursuant to the provisions of COBRA, then the Employer will pay the amounts payable by the Eligible Employee pursuant to COBRA necessary for medical coverage of the Eligible Employee and any legal spouse or Dependant of the Eligible Employee to continue for the period of coverage allowed under COBRA. Such payment may be by direct payment to the Eligible Employee or by any other method the Employer determines.

4.2 Insured Benefits. All Benefits will be provided only through individual medical benefit insurance policies or contracts purchased by the Employer. Benefits may be provided either through a traditional indemnity insurance policy or through an arrangement with a health maintenance organization. The Company will select the provider of the Benefits in its sole and absolute discretion and after making a good faith judgment that the provider has a history of good business practices and is in sound financial health. If at any time prior to the termination of an individual's participation in the Plan the provider of Benefits selected will no longer provide Benefits of any type to the Participant due to the dissolution of the provider or a change in the provider's business practices, then the Company will arrange for Benefits for the Participant through another provider. If a provider fails to pay any Benefits with respect to a Participant that would otherwise be payable by the provider solely because the provider has become insolvent, the Employer will pay such amounts that otherwise would have been paid by the provider. Except as provided in the preceding sentences, the Employer will have no responsibility or liability for any action or inaction of the provider of Benefits in connection with providing such Benefits to a Participant other than action or inaction due to the Employer's failure to pay the provider the payment amount specified in the initial arrangement. The Employer may, in its sole and absolute discretion with no obligation to do so, pay Benefits hereunder from the general assets of the Employer on a self-insured basis with respect to any one or more Participants.

4.3 Income Tax Gross-up Payments. In the event Benefits paid to a Participant in a particular calendar year constitute taxable income to the Participant and exceed in the aggregate the sum of $20,000, then the Employer will pay to the Participant a cash amount determined by the Employer in its discretion (which determination shall be made in good faith) sufficient to pay the state and federal income tax liability of the Participant with respect to the amount of taxable Benefits paid for such year in excess of the sum of $20,000. Such payment by the Employer shall be made no later than the day the Participant remits the payment in the amount of the applicable tax liability to the applicable taxing authority. The payment to be made under this Section 4.3 shall be only with respect to taxable Benefits and not with respect to any other taxable income of the Participant (including taxable amounts paid under this Section 4.3.)

4.4 Benefits for Participants Not Eligible for Medicare. Benefits provided hereunder for a Participant who is not eligible for medical coverage under Medicare will be comparable to the medical benefits provided under the Company Health Plan at the time the Participant becomes a Participant under this Plan; provided, however, that the Benefits will not be subject to any overall lifetime or annual maximum dollar limits. For purposes of this Section 4.4, "comparable" means as similar as possible as determined by the Company in its discretion in good faith taking into account the options available for the Company in selecting a provider of Benefits at such time. In the case of a Participant who was a participant in the Company Health Plan at the time of becoming a Participant, the Company will determine "comparable" based upon the medical benefits of such Participant in the Company Health Plan immediately prior to becoming a Participant. In the case of any other Participant, the Company will make a good faith effort to determine "comparable" in its discretion based upon reasonable assumptions as to the type of coverage the Participant would have had under the Company Health Care Plan.

4.5 Benefits for Participants Eligible for Medicare. Benefits provided hereunder for a Participant who is eligible for medical coverage under Medicare will be comparable to the medical coverage provided under the Company Health Plan for retired employees of Seaboard Corporation eligible for Medicare coverage at the time of the adoption of this Plan, except that the Benefits will not be subject to any overall lifetime or annual maximum dollar limits. For purposes of this Section 4.5, "comparable" means as similar as possible as determined by the Company in its discretion in good faith taking into account the options available for the Company in selecting a provider of Benefits at such time.

4.6 Benefits Secondary to Other Coverage. At any time a Participant has medical coverage in addition to the Benefits hereunder then the Benefits hereunder shall be secondary to any such other medical coverage. Therefore Benefits otherwise provided hereunder will be reduced to the extent provided under such other medical coverage.

4.7 Participant Agreement to Provide Information. As a condition to receiving Benefits, a Participant agrees to provide the Employer or the Committee any information reasonably needed in order to administer any of the provisions of the Plan.

4.8 No Benefits for Persons Related to Family Members. In no event will any Benefits be provided to any individual who is not an Eligible Employee or the Family Member of an Eligible Employee.

4.9 409A Compliance. If necessary to comply with Section 409A of the Code, (a) the amount of benefits that the Company is obligated to pay under this Plan in any given calendar year shall not affect the amount of such benefits that the Company is obligated to pay in any other calendar year, and (b) a Participant's right to have the Company provide such benefits may not be liquidated or exchanged for any other benefit.

ARTICLE V.
ADMINISTRATION

The Company may delegate the authority to administer the Plan to a Committee. In the absence of any such delegation the Company will be the Committee for purposes of the Plan. The Committee is authorized in its sole and absolute discretion to construe and interpret the provisions of the Plan. Any interpretation of the Plan and any decision on any matter within the discretion of the Committee made in good faith is binding on all persons. The Committee and the individual members of the Committee will be indemnified by the Company against any and all liabilities, losses, costs and expenses of any kind or nature incurred by or asserted against the Committee or any individual member of the Committee in connection with any action or inaction pursuant to this Plan.

ARTICLE VI.
MISCELLANEOUS PROVISIONS

6.1 Amendment or Termination of Plan. The Company may amend the Plan at any time in its sole discretion by execution of a written amendment to the Plan or by resolution of the Board of Directors of the Company. An amendment to the Plan may provide for a partial or complete termination of the Plan. Notwithstanding the preceding sentences, if any such amendment would adversely affect any individual who is an Eligible Employee, Participant or Family Member at the time of such amendment, then the Plan provisions as in effect immediately prior to such amendment shall remain in effect for such individual and such amendment shall not apply with respect to such individual.

6.2 Special Rule for Substantial Change in United States Health Care. Notwithstanding the provisions of Section 6.1, the Company may amend the Plan in any manner it deems advisable in its sole and absolute discretion, with respect to current and future Eligible Employees and Participants, if there is a substantial change in the provision of health care coverage in the United States (including, but not limited to, the adoption of what is often referred to as "socialized medicine" or "universal coverage") such that medical coverage for Eligible Employees and Participants is available elsewhere and the nature of such other coverage is such that the Company would not have adopted this Plan had such other coverage been available at the time of the adoption of this Plan. The Company will act in good faith in adopting any amendment to the Plan under this Section 6.2 and the Company will endeavor in good faith to assure that those individuals who are Eligible Employees, Participants or Family Members at the time of any such amendment receive benefits comparable to the medical coverage they were receiving under the Plan, or were anticipated to receive in the future under the Plan, immediately prior to any such amendment.

6.3 No Employment Rights. Nothing contained herein shall be construed as conferring upon an Eligible Employee the right to continue in the employ of the Employer in the

Eligible Employee's current position or in any other capacity. Each Eligible Employee shall have contractual rights to enforce the provisions of the Plan.

6.4 Successors and Assigns. The provisions of this Plan are binding upon the Employer and its successors and assigns.

6.5 Governing Law. This Plan shall be subject to and construed in accordance with the laws of the State of Kansas.

IN WITNESS WHEREOF, this Plan is executed this 22nd day of December, 2008.

SEABOARD CORPORATION

By:     /s/ Steve J. Bresky
Title:  President

ADDENDUM TO
SEABOARD CORPORATION
RETIREE MEDICAL BENEFIT PLAN,
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009

Following is a list of the Addendum to the Seaboard Corporation Retiree Medical Benefit Plan, as Amended and Restated, Effective January 1, 2009, which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Addendum, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act.

Addendum A -- Eligible Employees on Effective Date

SEABOARD CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN

Effective January 1, 2009

TABLE OF CONTENTS

ARTICLE I PURPOSE AND EFFECTIVE DATE                              1

ARTICLE II DEFINITIONS                                            1
   2.1   Account                                                  1
   2.2   Beneficiary                                              1
   2.3   Board                                                    1
   2.4   Change of Control                                        1
   2.5   Code                                                     2
   2.6   Committee                                                2
   2.7   Company                                                  2
   2.8   Company Contribution                                     2
   2.9   Compensation                                             2
   2.10  Deferral                                                 3
   2.11  Deferral Election                                        3
   2.12  Disability                                               3
   2.13  Distribution Preference Election                         3
   2.14  Eligible Employee                                        3
   2.15  Employee                                                 3
   2.16  Employer                                                 3
   2.17  Investment Options                                       3
   2.18  Investment Return                                        4
   2.19  Participant                                              4
   2.20  Plan                                                     4
   2.21  Plan Year                                                4
   2.22  Related Company                                          4
   2.23  Separation from Service                                  4
   2.24  Unforeseeable Emergency                                  4

ARTICLE III PARTICIPATION                                         5
   3.1   Participation for Deferrals.                             5
   3.2   Participation for Company Contributions.                 5

ARTICLE IV DEFERRAL ELECTIONS                                     5
   4.1   Method.                                                  5
   4.2   Irrevocable.                                             5
   4.3   Deferral Election.                                       5
   4.4   Special Rule for Deferral Election for First
          Year of Eligibility.                                    5
   4.5   Minimum Annual Deferral.                                 6
   4.6   Cancellation of Deferral Election on Account of
          Hardship Distribution.                                  6
   4.7   Cancellation of Deferral Election on Account of
          Unforeseeable Emergency.                                6

ARTICLE V COMPANY CONTRIBUTIONS                                   6
   5.1   Participation.                                           6
   5.2   Amount.                                                  6

ARTICLE VI ACCOUNTS AND INVESTMENT RETURN                         7
   6.1   Account Adjustments for Deferrals, Company
          Contributions and Distributions.                        7
   6.2   Account Adjustments for Investment Return.               7
   6.3   Vesting.                                                 7

ARTICLE VII DISTRIBUTIONS                                         7
   7.1   Distribution Preference Elections.                       7
   7.2   Subject to Mandatory Distribution Provisions and
          162(m) Payment Delay.                                   7
   7.3   Election Form.                                           8
   7.4   Time of Initial Election or Deemed Election.             8
   7.5   Subsequent Distribution Preference Election.             8
   7.6   Mandatory Distribution Upon Separation from
          Service.                                                8
   7.7   Mandatory Distribution Upon Change of Control.           8
   7.8   Mandatory Distribution Upon Disability.                  9
   7.9   Mandatory Distribution Upon Death.                       9
   7.10  Distribution Upon Unforeseeable Emergency.               9
   7.11  Adjustments to Accounts.                                 9

ARTICLE VIII AMENDMENT OR TERMINATION                             9

ARTICLE IX ADMINISTRATION                                         9
   9.1   Committee.                                               9
   9.2   Delegation.                                             10
   9.3   Information to be Furnished.                            10
   9.4   Committee's Decision Final.                             10
   9.5   Remuneration and Expenses.                              10
   9.6   Indemnification of Committee Member.                    10
   9.7   Resignation or Removal of Committee Member.             10
   9.8   Interested Committee Member.                            10

ARTICLE X CLAIMS PROCEDURE                                       11
   10.1  Claim.                                                  11
   10.2  Denial of Claim.                                        11
   10.3  Review of Claim.                                        11
   10.4  Final Decision.                                         11

ARTICLE XI MISCELLANEOUS                                         11
   11.1  Captions.                                               11
   11.2  Company Action.                                         11
   11.3  Terms.                                                  11
   11.4  Governing Law.                                          12

   11.5  Nonassignability.                                       12
   11.6  Tax Obligations.                                        12
   11.7  Not a Contract of Employment.                           12
   11.8  Participant Cooperation.                                12
   11.9  Successors.                                             12
   11.10 Unsecured General Creditor.                             12
   11.11 Validity.                                               13
   11.12 Waiver of Notice.                                       13

APPENDIX A                                                       14

SEABOARD CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN

ARTICLE I
PURPOSE AND EFFECTIVE DATE

Seaboard Corporation (the "Company") adopted the Seaboard Corporation Nonqualified Deferred Compensation Plan (the "Plan") effective September 1, 2005. The purpose of the Plan is to aid in attracting and retaining certain key employees of Seaboard Corporation and participating affiliated companies by providing to them an opportunity for supplemental retirement income. The Company hereby amends and restates the Plan effective January 1, 2009 for the primary purpose of complying with final Treasury regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is intended to be an arrangement that is unfunded and maintained primarily for the purpose of providing supplemental retirement income 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 Section 409A of the Code, and the Plan shall be interpreted and administered accordingly.

ARTICLE II
DEFINITIONS

For purposes of this Plan, the following words and phrases shall have the meaning indicated, unless the context clearly indicates otherwise:

2.1 Account means the bookkeeping account maintained by the Committee for a Participant to which is credited Deferrals and Company Contributions, and to which is charged distributions, and which is adjusted to reflect earnings and losses, all as herein provided. Any reference herein to a distribution of the Participant's Account shall mean a payment of an amount equal to the amount credited to the Participant's Account.

2.2 Beneficiary means one or more persons, trusts, estates or other entities, designated by a Participant, in accordance with procedures established by the Committee, to receive any remaining balance in the Participant's Account upon the death of the Participant. If no designation by the Participant is effective, then the Participant's Beneficiary shall be the Participant's surviving spouse if any, but if none then the Participant's estate.

2.3 Board means the board of directors of Seaboard Corporation.

2.4 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 2.4, the attribution of ownership rules under Code Section 318(a) shall apply. Also for purposes of determining whether there has been a Change of Control, "Company" means only Seaboard Corporation and any successors to the business of Seaboard Corporation.

2.5 Code means the Internal Revenue Code of 1986, any amendments thereto, and any regulations issued thereunder.

2.6 Committee means the Committee, which may consist of one person, designated from time to time by the Company to administer the Plan.

2.7 Company means Seaboard Corporation, a Delaware corporation, and any successors to the business of Seaboard Corporation.

2.8 Company Contribution means the amount determined in accordance with Article V that is an obligation of the Employer and that is credited to a Participant's Account. The Company Contribution may consist of a "matching contribution" and an "excess contribution".

2.9 Compensation means the total amount payable to the Participant by the Employer for the Participant's services during a calendar year subject to the following provisions of this
Section 2.9. Compensation specifically excludes: (a) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, and welfare benefits; (b) any benefits accrued or paid under the Seaboard Corporation Executive Retirement Plan, as amended; (c) any amount of taxable income recognized by the Participant upon the exercise of an option under any option plan or program maintained by the Company; (d) any amount of taxable income recognized by the Participant as a result of a distribution under this Plan; and (e) any amount allocated or paid under the Seaboard Corporation Executive Deferred Compensation

Plan, as amended. For purposes of determining the amount of the Company Contribution that is the excess contribution for a particular Plan Year, Compensation does not include the amount of a Participant's Deferral for such Plan Year, but Compensation does include the amount of any elective contributions made by the Participant during the same period as such Plan Year pursuant to a plan maintained by the Company where such amount is not includable in gross income due to the provisions of Code Sections 125, 401(k) or 132(f). Compensation shall not include a Participant's Compensation payable for any period prior to the time the Participant becomes eligible to participate in the Retirement Savings Plan for Seaboard Corporation, as amended.

2.10 Deferral means the portion of the salary or bonus payable to a Participant that is deferred for a Plan Year pursuant to a Deferral Election by the Participant and is credited to the Participant's Account.

2.11 Deferral Election means an election made hereunder by a Participant to defer salary or bonus payable to the Participant and earned after the date of the Deferral Election as determined hereunder.

2.12 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.

2.13 Distribution Preference Election means the election made or deemed made by a Participant governing the time of payment of benefits hereunder to the Participant.

2.14 Eligible Employee means an Employee who is a member of a select group of management or highly compensated employees, taking into account for this purpose all employees of all Related Companies; however, an Employee who has been designated by the Board as an Executive for purposes of the Annual Deferral Amount, or for purposes of both the Annual Deferral Amount and the Company Discretionary Contribution, under the Seaboard Corporation Executive Deferred Compensation Plan, as amended, for a year coinciding with a Plan Year under this Plan, shall not be an Eligible Employee for such Plan Year.

2.15 Employee means any individual who is a salaried employee of an Employer.

2.16 Employer means the Company and any of its subsidiaries or affiliates that participate in this Plan with the consent of the Company, and any successors to the business of any such participating subsidiaries or affiliates. The subsidiaries or affiliates participating in this Plan as of the effective date are listed on Appendix A attached hereto.

2.17 Investment Options means the investment options selected by the Committee from time to time among which a Participant may direct the investment of his or her Account in accordance with procedures established by the Committee.

2.18 Investment Return means the amount of earnings, gains or losses applicable to the Participant's Account as measured by the Investment Options applicable pursuant to the Participant's direction or as otherwise provided herein.

2.19 Participant means any Eligible Employee who is designated as eligible to participate in the Plan for purposes of Deferrals and who makes a Deferral Election as provided in Section 3.1. Participant also means any Eligible Employee who satisfies the requirements for participation for purposes of Company Contributions as provided in Section 3.2. Participant also means any individual for whom an Account is maintained hereunder.

2.20 Plan means the Seaboard Corporation Nonqualified Deferred Compensation Plan, as set forth herein and as from time to time amended.

2.21 Plan Year means the 12-month period beginning January 1 and ending December 31.

2.22 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).

2.23 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 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 2.23, the term Company includes any Related Company..

2.24 Unforeseeable Emergency means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

ARTICLE III
PARTICIPATION

3.1 Participation for Deferrals. The Committee will designate those Eligible Employees who are eligible to make Deferral Elections for a particular Plan Year. Such designation will be by written communication to such Eligible Employees and will be effective on the date of such written communication. Once an Eligible Employee has been designated under this Section 3.1, he or she may make a Deferral Election for the first Plan Year stated in such written designation and for each subsequent Plan Year until the first to occur of (1) the Participant's Separation from Service, or (2) a written notice from the Committee delivered prior to the first day of the Plan Year for which it is effective advising the Participant that he or she is no longer eligible to make a Deferral Election.

3.2 Participation for Company Contributions. Any Eligible Employee who has satisfied the requirements for eligibility to participate in the Retirement Savings Plan for Seaboard Corporation, as amended from time to time (the "401(k) Plan") for a Plan Year and whose Compensation for a Plan Year is in excess of the maximum amount of compensation determined pursuant to Code Section 401(a)(17) that is permitted to be taken into account under the 401(k) Plan for the plan year of the
401(k) Plan that ends within such Plan Year, will be a Participant for purposes of the Company Contribution for that Plan Year.

ARTICLE IV
DEFERRAL ELECTIONS

4.1 Method. A Deferral Election shall be made in writing on a form provided by the Committee and shall be submitted to the Committee in such manner as the Committee determines. A Deferral Election will not be valid unless it is submitted to the Committee in the manner required.

4.2 Irrevocable. Except as otherwise provided in Section 4.6 or Section 4.7, a Deferral Election will become irrevocable on the last day established by the Committee (in accordance with the provisions hereunder) for submitting the Deferral Election to the Committee; provided, however, in the case of a Deferral Election that is submitted under Section 4.4 after the first day of a Plan Year, the Deferral Election shall become irrevocable at the time the Deferral Election is submitted to the Committee.

4.3 Deferral Election. A Participant's Deferral Election for a Plan Year must be made at such time as the Committee determines, but in no event later than the last day of the Plan Year preceding the Plan Year for which the Deferral Election is effective. A Participant's Deferral Election for a Plan Year with respect to salary shall apply to salary payable in the Plan Year for which the election is made. A Participant's Deferral Election for a Plan Year with respect to bonus shall apply to bonus earned in the Plan Year for which the election is made.

4.4 Special Rule for Deferral Election for First Year of Eligibility. Subject to the last sentence of this Section 4.4, an Eligible Employee who is designated under Section 3.1 for the first time, may elect to make Deferrals provided he or she submits a Deferral Election to the Committee by such time as the Committee determines, but in no event later than 30 days after

the date the Eligible Employee first becomes eligible to participate for Deferrals under Section 3.1. A Deferral Election made under this Section 4.4 after the first day of a Plan Year and applicable to salary, shall apply only with respect to salary earned after the date the Deferral Election becomes irrevocable. A Deferral Election under this Section 4.4 after the first day of a Plan Year applicable to a bonus payable to the Participant, shall apply only to the amount of the Participant's bonus that is deemed to be payable for services performed after the Deferral Election shall be determined by multiplying the total bonus payable by a fraction, the denominator of which is the total number of days in the performance period for which the bonus is payable, and the numerator of which is the number of days remaining in such performance period after the date the Participant's Deferral Election becomes irrevocable. Notwithstanding the preceding provisions of this Section 4.4, if at the time an Eligible Employee becomes first eligible as a Participant for Deferrals under Section 3.1, the Eligible Employee is or has been eligible to participate in any nonqualified deferred compensation plan of a Related Company that is subject to Code Section 409A and that is required by Code
Section 409A to be aggregated with this Plan with respect to Deferrals, then the Participant's Deferral Election will only be effective if it is submitted to the Committee at the time provided in Section 4.3.

4.5 Minimum Annual Deferral. Notwithstanding the foregoing provisions of this Article IV, a Participant may not make a Deferral Election for a Plan year unless the Participant's Deferral Election for such Plan Year provides for a Deferral amount that is determined by the Committee to be at least $10,000. Such determination will be made by the Committee prior to the date the Deferral Election becomes irrevocable hereunder.

4.6 Cancellation of Deferral Election on Account of Hardship Distribution. In the event a Participant receives a distribution from the 401(k) Plan on account of hardship, which distribution is made pursuant to Treasury Regulations Section 1.401(k)-1(d)(3) and requires suspension of deferrals under other arrangements such as this Plan, the Participant's Deferral Election pursuant to which Deferrals would otherwise be made during the 6-month period following the date of the distribution shall be cancelled.

4.7 Cancellation of Deferral Election on Account of Unforeseeable Emergency. In the event a Participant requests a distribution pursuant to Section 7.10 due to an Unforeseeable Emergency, or the Participant requests a cancellation of the Deferral Election of the Participant due to an Unforeseeable Emergency, and the Committee determines that the Participant's Unforeseeable Emergency may be relieved all or in part through the cancellation of the Participant's current Deferral Election, then such Deferral Election shall be cancelled as soon as administratively practicable following such determination by the Committee.

ARTICLE V
COMPANY CONTRIBUTIONS

5.1 Participation. As soon as administratively feasible after the last day of each Plan Year a Company Contribution will be credited to the Accounts of those Participants determined by the Committee under Section 3.2.

5.2 Amount. The amount of a Company Contribution credited on behalf of a Participant for a Plan Year will equal the sum of (a) the Company matching contribution, if any,

which is 3% of the Participant's Deferral for such Plan Year, and (b) the Company excess contribution, if any, which is 3% of the Participant's Compensation for the Plan Year that is in excess of the maximum amount of compensation determined pursuant to Code Section 401(a)(17) that is permitted to be taken into account under the 401(k) Plan for the plan year of the
401(k) Plan that ends within such Plan Year.

ARTICLE VI
ACCOUNTS AND INVESTMENT RETURN

6.1 Account Adjustments for Deferrals, Company Contributions and Distributions. All Deferrals of a Participant with respect to a Plan Year will be credited to the Participant's Account as soon as administratively feasible after the date on which the Deferral would have been paid in cash absent the Deferral Election applicable to such Deferral. All Company Contributions made on behalf of a Participant with respect to a Plan Year will be credited to the Participant's Account at such time or times as determined by the Committee. Any distribution from a Participant's Account will be charged to the Account as of the time of the distribution.

6.2 Account Adjustments for Investment Return. A Participant's Account will be deemed invested in one or more Investment Options as directed or deemed directed by the Participant pursuant to procedures established by the Committee. At such times as determined by the Committee, and at such time as provided under Section 7.11, the Investment Return will be credited (in the case of net earnings) or charged (in the case of net losses) to the Participant's Account.

6.3 Vesting. A Participant will be fully vested in his or her Account at all times.

ARTICLE VII
DISTRIBUTIONS

7.1 Distribution Preference Elections. A Participant shall make, or be deemed to make, a separate Distribution Preference Election with respect to each Plan Year. A Distribution Preference Election will apply to the distribution of all Deferrals and Company Contributions allocated to the Participant's Account with respect to a Plan Year, as adjusted thereafter for Investment Return. The Distribution Preference Election will designate the date for the payment by the Employer to the Participant of the amounts subject to the Distribution Preference Election. Except as provided in Section 7.2, payment by the Employer will be made during the 90-day period commencing upon the distribution date designated in the applicable Distribution Preference Election. The form of payment will always be a lump sum payment.

7.2 Subject to Mandatory Distribution Provisions and 162(m) Payment Delay. Any Distribution Preference Election hereunder, whether an actual election or a deemed election, shall be subject to the mandatory distribution provisions of Sections 7.6, 7.7, 7.8 and 7.9. In addition, to the extent required under Treasury regulation Section 1.409A-2(b)(7)(i) for purposes of compliance with Code Section 409A, any payment otherwise to be made pursuant to the Participant's Distribution Preference Election will be delayed if a payment to the Participant in the same year under the Seaboard Corporation Executive Deferred Compensation Plan is delayed

due to the anticipated limitation or elimination of the Company's deduction under Code Section 162(m). Any payment delayed under the preceding sentence shall be paid upon the first to occur of (a) a mandatory distribution referenced in the first sentence of this Section 7.2, or (b) the date the delayed payment is made under the Seaboard Corporation Executive Deferred Compensation Plan, to the extent consistent with the requirements of Code Section 409A.

7.3 Election Form. A Distribution Preference Election (other than a deemed election) must be made in writing on a form provided by the Committee and shall be submitted to the Committee in such manner as the Committee determines. A Distribution Preference Election will not be valid unless it is submitted to the Committee in the manner required.

7.4 Time of Initial Election or Deemed Election. If a Participant makes a Deferral Election for a Plan Year, then at the time the Participant makes the Deferral Election the Participant may also make a Distribution Preference Election. If the Participant fails to make a Distribution Preference Election at such time, or if the Participant does not make a Deferral Election for a Plan Year but a Company Contribution is made on behalf of the Participant for such Plan Year, then the Participant shall be deemed to have made a Distribution Preference Election applicable to all amounts allocated to the Participant's Account for such Plan Year, as adjusted thereafter for Investment Return, of a lump sum payment payable during the 90-day period commencing on the first day of the sixth Plan Year following the year for which the Deferral Election is made.

7.5 Subsequent Distribution Preference Election. A Participant may change any existing Distribution Preference Election (whether it was made by the Participant or deemed made by the Participant) by filing a subsequent Distribution Preference Election with the Committee; provided, however, a subsequent Distribution Preference Election will not be effective unless it satisfies all of the following requirements:

(a) A subsequent Distribution Preference Election may not take effect until at least twelve months after the date on which it is filed by the Participant.

(b) A subsequent Distribution Preference Election may not be filed less than twelve (12) months prior to the designated distribution date under the existing Distribution Preference Election.

(c) The payment that is subject to the subsequent Distribution Preference Election may not be made earlier than five (5) years after the date such payment would have been made absent such subsequent Distribution Preference Election.

7.6 Mandatory Distribution Upon Separation from Service. In the event of a Participant's Separation from Service, then unless the Participant's Account is to be distributed earlier under another provision of this Article VII, the Participant's Account will be distributed by the Employer to the Participant in a lump sum payment during the seventh month following the month in which the Participant has a Separation from Service.

7.7 Mandatory Distribution Upon Change of Control. In the event of a Change of Control, then unless the Participant's Account is to be distributed earlier under another provision

of this Article VII, the Participant's Account will be distributed by the Employer to the Participant in a lump sum payment within 90 days following the Change of Control.

7.8 Mandatory Distribution Upon Disability. In the event of the Disability of the Participant, then unless the Participant's Account is to be distributed earlier under another provision of this Article VII, the Participant's Account will be distributed by the Employer to the Participant in a lump sum payment within 90 days following the determination of such Disability.

7.9 Mandatory Distribution Upon Death. In the event of the death of the Participant, then the Participant's Account will be distributed by the Employer to the Participant's Beneficiary in a lump sum payment within 90 days following the Participant's death.

7.10 Distribution Upon Unforeseeable Emergency. If the Committee determines that a Participant has an Unforeseeable Emergency, then upon the written request of the Participant the Committee may direct the Employer to distribute to the Participant an amount that shall not exceed the amount necessary to satisfy such emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

7.11 Adjustments to Accounts. At any time a Participant's entire Account is to be distributed hereunder, the Participant's Account shall be adjusted, as provided in Section 6.1 and Section 6.2, prior to the date of distribution and as near as administratively feasible to the date of distribution.

ARTICLE VIII
AMENDMENT OR TERMINATION

The Board may, in its sole discretion, at any time and from time to time, amend, in whole or in part, any of the provisions of the Plan or may terminate it as a whole or with respect to any Participant or group of Participants; provided, however, no amendment or termination shall accelerate or postpone the time of any distributions hereunder except to the extent allowed under Code Section 409A.

ARTICLE IX
ADMINISTRATION

9.1 Committee. The Board will appoint, or delegate the appointment of, a Committee to administer the Plan. The Committee will act by a majority of its members except to the extent it has delegated responsibilities hereunder. The Committee will have the following powers, rights and duties in addition to those granted to it elsewhere in the Plan:

(a) To adopt such rules of procedure and regulations as, in its opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the provisions of the Plan.

(b) To enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted.

(c) To construe and interpret the Plan in the Committee's sole discretion, and to determine all questions arising under the Plan, including the power to determine the rights of Participants and their beneficiaries and the amount of their respective benefits.

(d) To maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Committee may decide.

(e) To direct all payments of benefits under the Plan.

9.2 Delegation. In exercising its authority to control and manage the operation and administration of the Plan, the Committee may employ agents and counsel (who may also be employed by the Company) and delegate to them such powers as the Committee deems desirable.

9.3 Information to be Furnished. The Employer shall furnish the Committee or its delegates such data and information as may be required. The records of the Employer as to a Participant's Separation from Service, Compensation, Beneficiary designation and elections hereunder will be conclusive on all persons unless determined to be incorrect.

9.4 Committee's Decision Final. Any interpretation of the Plan and any decision on any matter within the discretion of the Committee made in good faith is binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Committee shall make such adjustment on account thereof as it considers equitable and practicable.

9.5 Remuneration and Expenses. No remuneration shall be paid to any Committee member for services hereunder. All expenses of a Committee member incurred in the performance of the administration of the Plan shall be reimbursed by the Company.

9.6 Indemnification of Committee Member. The Committee and the individual members thereof shall be indemnified by the Company against any and all liabilities, losses, costs, and expenses (including fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or the members by reason of the performance of a Committee function if the Committee or such members did not act dishonestly or in willful or negligent violation of the law or regulations under which such liability, loss, cost or expense arises.

9.7 Resignation or Removal of Committee Member. A Committee member may resign at any time by giving ten (10) days advance written notice to the Company and the other Committee members. The Company may remove a Committee member by giving advance written notice to him or her, and the other Committee members.

9.8 Interested Committee Member. A member of the Committee may not decide or determine any matter or question concerning his or her own benefits under the Plan.

ARTICLE X
CLAIMS PROCEDURE

10.1 Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee which shall respond in writing as soon as practicable.

10.2 Denial of Claim. If the claim or request is denied, the written notice of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Committee and shall state:

(a) The reason for denial, with specific reference to the Plan provisions on which the denial is based.

(b) A description of any additional material or information required and an explanation of why it is necessary.

(c) An explanation of the Plan's claim review procedure.

10.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within ninety (90) days may request review by notice given in writing to the Committee within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

10.4 Final Decision. The decision on review shall normally be made within sixty (60) days after the Committee's receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty
(120) days after the Committee's receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant plan provisions. All decisions on review shall be final and bind all parties concerned.

ARTICLE XI
MISCELLANEOUS

11.1 Captions. The captions of articles, sections, paragraphs and subparagraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.2 Company Action. Except as may be specifically provided herein, any action required or permitted to be taken by the Company may be taken on behalf of the Company by any officer of the Company.

11.3 Terms. Where the context permits, words in the plural shall include the singular, and words in the singular shall include the plural.

11.4 Governing Law. Except to the extent governed by the Employee Retirement Income Security Act of 1974, as amended, the provisions of this Plan shall be construed and interpreted according to the laws of the state of Kansas.

11.5 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly hereby declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or another person's bankruptcy or insolvency.

11.6 Tax Obligations. The Employer will withhold from that portion of the Participant's Compensation that is not being deferred, in a manner determined by the Employer, the Participant's share of FICA and other employment taxes on Deferrals and Company Contributions. The Employer will withhold from any payments made to a Participant under the Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer.

11.7 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and any Participant or any Eligible Employee. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless otherwise expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to interfere with the right of an Employer to discipline or discharge the Participant at any time.

11.8 Participant Cooperation. A Participant will cooperate by furnishing any and all information requested in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Committee or the Company or the Employer.

11.9 Successors. The provisions of this Plan shall bind the Company, the Employer and their successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company or the Employer, and successors of any such corporation or other business entity.

11.10 Unsecured General Creditor. Participants and their beneficiaries, heirs, successors, and assigns will have no secured interest or claim in any property or assets of any Related Company whether or not such assets are held in a trust that may be used for the purpose of paying benefits hereunder. For purposes of the Plan, any and all of any Related Company's assets shall be, and remain, the general, unpledged, assets of the Related Company. The Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise

of the Employer to pay money in the future. No Employer shall have any obligation under this Plan with respect to individuals other than that Employer's employees.

11.11 Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

11.12 Waiver of Notice. Any notice required under the Plan may be waived by the person entitled to notice.

The Company hereby agrees to the provisions of this Plan, and, in witness thereof, the Company causes this Plan to be, executed on this 22nd day of December, 2008.

SEABOARD CORPORATION

By:  /s/ Steve J. Bresky
     Steven J. Bresky, President

APPENDIX A

PARTICIPATING EMPLOYERS

Seaboard Corporation
Seaboard Foods LLC
Seaboard Marine, LTD

Seaboard Ship Management, Inc.

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (the "Amendment") is entered into as of December 15, 2008, by and between Seaboard Corporation, a Delaware corporation (together with any Successor thereto, the "Company"), and Steven J. Bresky ("Executive").

W I T N E S S E T H:

WHEREAS, the Company and Executive have entered into that certain Employment Agreement dated as of July 1, 2005, setting forth the terms upon which Executive is employed with the Company; and

WHEREAS, the parties desire to amend certain provisions of the Employment Agreement to ensure compliance with Internal Revenue Code 409A and the related regulations, ("Section 409A") dealing with deferred compensation rules;

NOW, THEREFORE, the parties agree as follows:

1. Definitions. All terms used herein which are not defined shall have the meanings given to such terms in the Employment Agreement.

2. Amendment to Section 8.(d) - Definition of Good Reason. The parties agree that Section 8.(d) is hereby amended and restated to read as follows:

(d) Termination by Executive. Executive may resign from his employment for any reason, including for Good Reason (as defined below in this subsection (d)). In the event of a termination of Executive's employment by Executive's resignation other than for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii) and in the event of a termination of Executive's employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 8(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within one hundred eighty
(180) days following the initial occurrence, without Executive's consent, of any one or more of the following events: (i) a material diminution in the Executive's authority, duties or responsibilities;
(ii) a material change in the geographic location where Executive primarily performs his services; or (iii) any other material breach by the Company of any material provision of this Agreement; provided that the Executive shall have given the Company notice of the occurrence of the event or events constituting Good Reason within ninety (90) days following the initial occurrence of such event or such events and the Company shall have failed to cure such event or events (to the extent capable of being cured) within thirty (30) business days after receipt of such notice.

3. Amendment to Section 8.(f)(i) - Payments Upon Certain Terminations. The parties agree that Section 8.(f)(i) is hereby amended to add new subsections (F) and (G) immediately following
Section 8.(f)(i) (E), reading as follows:

(F) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections (A) and (B) of this
Section 8.(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments.

(G) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended ("Code"), for the calendar year of such Date of Termination (the "401(a)(17) Limit"), then payment of such amount that is in excess of two
(2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination.

4. Amendment to Section 8(f)(iv) - Set offs. The parties agree that Section 8(f)(iv) is hereby amended to add the following sentence at the end thereof:

Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

5. Amendment to Section 18 - Additional 409A Provisions. The parties agree that Section 18 is hereby amended to add new subsections (l) (m), and (n) immediately following Section 18(k), reading as follows:

(l) The Employment Agreement is intended to comply with, or otherwise be exempt from,
Section 409A. The Company shall undertake to administer, interpret, and construe the Employment Agreement in a manner that does not result in the imposition to the Executive of additional taxes or interest under Section 409A.

(m) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under the Employment Agreement, such reimbursement any expenses or provision

of in-kind benefits that are Deferred Compensation shall be subject to the following conditions: (A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in
Section 105(b) of the Internal Revenue Code of 1986 and related regulations; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(n) "Termination of employment," "termination," "resignation" or words of similar import, as used in the Employment Agreement mean, for purposes of any payments of Deferred Compensation under the Employment Agreement, the Executive's "separation from service" as defined in Section 409A; provided that for this purpose, a "separation from service" is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.

6. Miscellaneous. This Amendment shall be governed by the laws of the State of Kansas. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof. Except as amended hereby, the Employment Agreement shall continue in full force and effect.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Company has duly executed this Amendment by its authorized representative, and Executive has hereunto set his hand, in each case effective as of the date first above written.

SEABOARD CORPORATION

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

EXECUTIVE:

By:        /s/ Steven J. Bresky
           Steven J. Bresky

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (the "Amendment") is entered into as of December 15, 2008, by and between Seaboard Corporation, a Delaware corporation (together with any Successor thereto, the "Company"), and Robert L. Steer ("Executive").

W I T N E S S E T H:

WHEREAS, the Company and Executive have entered into that certain Employment Agreement dated as of July 1, 2005, setting forth the terms upon which Executive is employed with the Company; and

WHEREAS, the parties desire to amend certain provisions of the Employment Agreement to ensure compliance with Internal Revenue Code 409A and the related regulations, ("Section 409A") dealing with deferred compensation rules;

NOW, THEREFORE, the parties agree as follows:

1. Definitions. All terms used herein which are not defined shall have the meanings given to such terms in the Employment Agreement.

2. Amendment to Section 8.(d) - Definition of Good Reason. The parties agree that Section 8.(d) is hereby amended and restated to read as follows:

(d) Termination by Executive. Executive may resign from his employment for any reason, including for Good Reason (as defined below in this subsection (d)). In the event of a termination of Executive's employment by Executive's resignation other than for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii) and in the event of a termination of Executive's employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 8(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within one hundred eighty
(180) days following the initial occurrence, without Executive's consent, of any one or more of the following events: (i) a material diminution in the Executive's authority, duties or responsibilities;
(ii) a material change in the geographic location where Executive primarily performs his services; or (iii) any other material breach by the Company of any material provision of this Agreement; provided that the Executive shall have given the Company notice of the occurrence of the event or events constituting Good Reason within ninety (90) days following the initial occurrence of such event or such events and the Company shall have failed to cure such event or events (to the extent capable of being cured) within thirty (30) business days after receipt of such notice.

3. Amendment to Section 8.(f)(i) - Payments Upon Certain Terminations. The parties agree that Section 8.(f)(i) is hereby amended to add new subsections (F) and (G) immediately following
Section 8.(f)(i) (E), reading as follows:

(F) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections (A) and (B) of this
Section 8.(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments.

(G) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended ("Code"), for the calendar year of such Date of Termination (the "401(a)(17) Limit"), then payment of such amount that is in excess of two
(2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination.

4. Amendment to Section 8(f)(iv) - Set offs. The parties agree that Section 8(f)(iv) is hereby amended to add the following sentence at the end thereof:

Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

5. Amendment to Section 18 - Additional 409A Provisions. The parties agree that Section 18 is hereby amended to add new subsections (l) (m), and (n) immediately following Section 18(k), reading as follows:

(l) The Employment Agreement is intended to comply with, or otherwise be exempt from,
Section 409A. The Company shall undertake to administer, interpret, and construe the Employment Agreement in a manner that does not result in the imposition to the Executive of additional taxes or interest under Section 409A.

(m) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under the Employment Agreement, such reimbursement any expenses or provision

of in-kind benefits that are Deferred Compensation shall be subject to the following conditions:
(A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in- kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code of 1986 and related regulations; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(n) "Termination of employment," "termination," "resignation" or words of similar import, as used in the Employment Agreement mean, for purposes of any payments of Deferred Compensation under the Employment Agreement, the Executive's "separation from service" as defined in Section 409A; provided that for this purpose, a "separation from service" is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.

6. Miscellaneous. This Amendment shall be governed by the laws of the State of Kansas. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof. Except as amended hereby, the Employment Agreement shall continue in full force and effect.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Company has duly executed this Amendment by its authorized representative, and Executive has hereunto set his hand, in each case effective as of the date first above written.

SEABOARD CORPORATION

By:       /s/ Steven J. Bresky
Name:     Steven J. Bresky
Title:    Chief Executive Officer

EXECUTIVE:

By:       /s/ Robert L. Steer
          Robert L. Steer

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (the "Amendment") is entered into as of December 15, 2008, by and between Seaboard Foods LP, formerly known as Seaboard Farms, Inc., an Oklahoma limited partnership (together with any Successor thereto, the "Company"), and Rodney K. Brenneman ("Executive").

W I T N E S S E T H:

WHEREAS, the Company and Executive have entered into that certain Employment Agreement dated as of July 1, 2005, setting forth the terms upon which Executive is employed with the Company; and

WHEREAS, the parties desire to amend certain provisions of the Employment Agreement to ensure compliance with Internal Revenue Code 409A and the related regulations, ("Section 409A") dealing with deferred compensation rules;

NOW, THEREFORE, the parties agree as follows:

1. Definitions. All terms used herein which are not defined shall have the meanings given to such terms in the Employment Agreement.

2. Amendment to Section 8.(d) - Definition of Good Reason. The parties agree that Section 8.(d) is hereby amended and restated to read as follows:

(d) Termination by Executive. Executive may resign from his employment for any reason, including for Good Reason (as defined below in this subsection (d)). In the event of a termination of Executive's employment by Executive's resignation other than for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii) and in the event of a termination of Executive's employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 8(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within one hundred eighty
(180) days following the initial occurrence, without Executive's consent, of any one or more of the following events: (i) a material diminution in the Executive's authority, duties or responsibilities;
(ii) a material change in the geographic location where Executive primarily performs his services; or (iii) any other material breach by the Company of any material provision of this Agreement; provided that the Executive shall have given the Company notice of the occurrence of the event or events constituting Good Reason within ninety (90) days following the initial occurrence of such event or such events and the

Company shall have failed to cure such event or events (to the extent capable of being cured) within thirty
(30) business days after receipt of such notice.

3. Amendment to Section 8.(f)(i) - Payments Upon Certain Terminations. The parties agree that Section 8.(f)(i) is hereby amended to add new subsections (F) and (G) immediately following
Section 8.(f)(i) (E), reading as follows:

(F) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections (A) and (B) of this
Section 8.(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments.

(G) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended ("Code"), for the calendar year of such Date of Termination (the "401(a)(17) Limit"), then payment of such amount that is in excess of two
(2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination.

4. Amendment to Section 8(f)(iv) - Set offs. The parties agree that Section 8(f)(iv) is hereby amended to add the following sentence at the end thereof:

Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

5. Amendment to Section 18 - Additional 409A Provisions. The parties agree that Section 18 is hereby amended to add new subsections (l) (m), and (n) immediately following Section 18(k), reading as follows:

(l) The Employment Agreement is intended to comply with, or otherwise be exempt from,
Section 409A. The Company shall undertake to administer, interpret, and construe the Employment Agreement in a manner that does not result in the imposition to the Executive of additional taxes or interest under Section 409A.

(m) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under the Employment Agreement, such reimbursement any expenses or provision of in-kind benefits that are Deferred Compensation shall be subject to the following conditions: (A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in
Section 105(b) of the Internal Revenue Code of 1986 and related regulations; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(n) "Termination of employment," "termination," "resignation" or words of similar import, as used in the Employment Agreement mean, for purposes of any payments of Deferred Compensation under the Employment Agreement, the Executive's "separation from service" as defined in Section 409A; provided that for this purpose, a "separation from service" is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.

6. Miscellaneous. This Amendment shall be governed by the laws of the State of Kansas. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof. Except as amended hereby, the Employment Agreement shall continue in full force and effect.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Company has duly executed this Amendment by its authorized representative, and Executive has hereunto set his hand, in each case effective as of the date first above written.

SEABOARD FOODS LP

By:       /s/ Steven J. Bresky
Name:     Steven J. Bresky
Title:    Vice President

EXECUTIVE:

By:       /s/ Rodney K. Brenneman
          Rodney K. Brenneman

THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement (the "Amendment") is entered into as of December 15, 2008, by and between Seaboard Marine Ltd., a Liberian corporation (together with any Successor thereto, the "Company"), and Edward A. Gonzalez ("Executive").

W I T N E S S E T H:

WHEREAS, the Company and Executive have entered into that certain Employment Agreement dated as of July 1, 2005, as amended, setting forth the terms upon which Executive is employed with the Company; and

WHEREAS, the parties desire to amend certain provisions of the Employment Agreement to ensure compliance with Internal Revenue Code 409A and the related regulations, ("Section 409A") dealing with deferred compensation rules;

NOW, THEREFORE, the parties agree as follows:

1. Definitions. All terms used herein which are not defined shall have the meanings given to such terms in the Employment Agreement.

2. Amendment to Section 8.(d) - Definition of Good Reason. The parties agree that Section 8.(d) is hereby amended and restated to read as follows:

(d) Termination by Executive. Executive may resign from his employment for any reason, including for Good Reason (as defined below in this subsection (d)). In the event of a termination of Executive's employment by Executive's resignation other than for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii) and in the event of a termination of Executive's employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 8(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within one hundred eighty
(180) days following the initial occurrence, without Executive's consent, of any one or more of the following events: (i) a material diminution in the Executive's authority, duties or responsibilities;
(ii) a material change in the geographic location where Executive primarily performs his services; or (iii) any other material breach by the Company of any material provision of this Agreement; provided that the Executive shall have given the Company notice of the occurrence of the event or events constituting Good Reason within ninety (90) days following the initial occurrence of such event or such events and the Company shall have failed to cure such event or events (to the extent capable of being cured) within thirty (30) business days after receipt of such notice.

3. Amendment to Section 8.(f)(i) - Payments Upon Certain Terminations. The parties agree that Section 8.(f)(i) is hereby amended to add new subsections (F) and (G) immediately following
Section 8.(f)(i) (E), reading as follows:

(F) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections (A) and (B) of this
Section 8.(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments.

(G) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended ("Code"), for the calendar year of such Date of Termination (the "401(a)(17) Limit"), then payment of such amount that is in excess of two
(2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination.

4. Amendment to Section 8(f)(iv) - Set offs. The parties agree that Section 8(f)(iv) is hereby amended to add the following sentence at the end thereof:

Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

5. Amendment to Section 18 - Additional 409A Provisions. The parties agree that Section 18 is hereby amended to add new subsections (l) (m), and (n) immediately following Section 18(k), reading as follows:

(l) The Employment Agreement is intended to comply with, or otherwise be exempt from,
Section 409A. The Company shall undertake to administer, interpret, and construe the Employment Agreement in a manner that does not result in the imposition to the Executive of additional taxes or interest under Section 409A.

(m) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under the Employment Agreement, such reimbursement any expenses or provision

of in-kind benefits that are Deferred Compensation shall be subject to the following conditions:
(A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in- kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code of 1986 and related regulations; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(n) "Termination of employment," "termination," "resignation" or words of similar import, as used in the Employment Agreement mean, for purposes of any payments of Deferred Compensation under the Employment Agreement, the Executive's "separation from service" as defined in Section 409A; provided that for this purpose, a "separation from service" is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.

6. Miscellaneous. This Amendment shall be governed by the laws of the State of Florida. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof. Except as amended hereby, the Employment Agreement shall continue in full force and effect.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Company has duly executed this Amendment by its authorized representative, and Executive has hereunto set his hand, in each case effective as of the date first above written.

SEABOARD MARINE LTD.

By:       /s/ Steven J. Bresky
Name:     Steven J. Bresky
Title:    Vice President

EXECUTIVE:

By:       /s/ Edward A. Gonzalez
          Edward A. Gonzalez

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (the "Amendment") is entered into as of December 15, 2008, by and between Seaboard Overseas Trading Group, a division of Seaboard Corporation, a Delaware corporation (together with any Successor thereto, the "Company"), and David M. Dannov ("Executive").

W I T N E S S E T H:

WHEREAS, the Company and Executive have entered into that certain Employment Agreement dated as of July 1, 2005, setting forth the terms upon which Executive is employed with the Company; and

WHEREAS, the parties desire to amend certain provisions of the Employment Agreement to ensure compliance with Internal Revenue Code 409A and the related regulations, ("Section 409A") dealing with deferred compensation rules;

NOW, THEREFORE, the parties agree as follows:

1. Definitions. All terms used herein which are not defined shall have the meanings given to such terms in the Employment Agreement.

2. Amendment to Section 8.(d) - Definition of Good Reason. The parties agree that Section 8.(d) is hereby amended and restated to read as follows:

(d) Termination by Executive. Executive may resign from his employment for any reason, including for Good Reason (as defined below in this subsection (d)). In the event of a termination of Executive's employment by Executive's resignation other than for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 8(f)(ii) and in the event of a termination of Executive's employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 8(f)(i). For purposes of this Agreement, a termination of employment by Executive for "Good Reason" shall mean a resignation by Executive from his employment with the Company within one hundred eighty
(180) days following the initial occurrence, without Executive's consent, of any one or more of the following events: (i) a material diminution in the Executive's authority, duties or responsibilities;
(ii) a material change in the geographic location where Executive primarily performs his services; or (iii) any other material breach by the Company of any material provision of this Agreement; provided that the Executive shall have given the Company notice of the occurrence of the event or events constituting Good Reason within ninety (90) days following the initial occurrence of such event or such events and the

Company shall have failed to cure such event or events (to the extent capable of being cured) within thirty
(30) business days after receipt of such notice.

3. Amendment to Section 8.(f)(i) - Payments Upon Certain Terminations. The parties agree that Section 8.(f)(i) is hereby amended to add new subsections (F) and (G) immediately following
Section 8. (f) (i) (E), reading as follows:

(F) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections (A) and (B) of this
Section 8.(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments.

(G) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended ("Code"), for the calendar year of such Date of Termination (the "401(a)(17) Limit"), then payment of such amount that is in excess of two
(2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination.

4. Amendment to Section 8(f)(iv) - Set offs. The parties agree that Section 8(f)(iv) is hereby amended to add the following sentence at the end thereof:

Notwithstanding the foregoing, such set off shall not accelerate the time or schedule of a payment of Deferred Compensation except as permitted under Treasury Regulation Section 1.409A-3(j)(4)(xiii).

5. Amendment to Section 18 - Additional 409A Provisions. The parties agree that Section 18 is hereby amended to add new subsections (l) (m), and (n) immediately following Section 18(k), reading as follows:

(l) The Employment Agreement is intended to comply with, or otherwise be exempt from,
Section 409A. The Company shall undertake to administer, interpret, and construe the Employment Agreement in a manner that does not result in the imposition to the Executive of additional taxes or interest under Section 409A.

(m) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under the Employment Agreement, such reimbursement any expenses or provision of in-kind benefits that are Deferred Compensation shall be subject to the following conditions: (A) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in
Section 105(b) of the Internal Revenue Code of 1986 and related regulations; (B) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (C) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(n) "Termination of employment," "termination," "resignation" or words of similar import, as used in the Employment Agreement mean, for purposes of any payments of Deferred Compensation under the Employment Agreement, the Executive's "separation from service" as defined in Section 409A; provided that for this purpose, a "separation from service" is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.

6. Miscellaneous. This Amendment shall be governed by the laws of the State of Kansas. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof. Except as amended hereby, the Employment Agreement shall continue in full force and effect.

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Company has duly executed this Amendment by its authorized representative, and Executive has hereunto set his hand, in each case effective as of the date first above written.

SEABOARD CORPORATION

By:       /s/ Steven J. Bresky
Name:     Steven J. Bresky
Title:    Chief Executive Officer

EXECUTIVE:

By: /d/ David M. Dannov
David M. Dannov

ASSET PURCHASE AGREEMENT

BY AND AMONG

TRANSCONTINENTAL CAPITAL CORPORATION (BERMUDA) LTD.

(AS SELLER),

SEABOARD CORPORATION

(AS SELLER PARENT),

AND

PUEBLO VIEJO DOMINICANA CORPORATION

(AS BUYER),

dated as of SEPTEMBER 23, 2008

TABLE OF CONTENTS

                                                             Page

ARTICLE I       DEFINITIONS                                     1

     1.1  DEFINITIONS                                           1
     1.2  CONSTRUCTION                                         16

ARTICLE II      PURCHASE AND SALE OF ASSETS                    16

     2.1  PURCHASE AND SALE                                    16
     2.2  EXCLUDED ASSETS                                      18
     2.3  ASSUMPTION OF ASSUMED LIABILITIES                    19
     2.4  EXCLUDED LIABILITIES                                 19
     2.5  CLOSING; SELLER DELIVERY FAILURE                     20
     2.6  CLOSING DELIVERIES BY SELLER                         21
     2.7  CLOSING DELIVERIES BY BUYER                          23
     2.8  LOCAL DOMINICAN DOCUMENTS                            23
     2.9  SECURITY AGREEMENT                                   23
     2.10 ESCROW AGREEMENT                                     23
     2.11 CONDITIONS PRECEDENT TO RELEASE OF THE EFFECTIVE
           ESCROW DEPOSIT                                      24
     2.12 PRE-EFFECTIVE DATE INSPECTION                        25

ARTICLE III     PURCHASE PRICE; ADJUSTMENTS; ALLOCATIONS       25

     3.1  PURCHASE PRICE                                       25
     3.2  PAYMENT OF THE CLOSING DATE PAYMENT                  27
     3.3  ALLOCATION OF PURCHASE PRICE                         28
     3.4  NONASSIGNABILITY OF ASSETS                           28

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES  29

     4.1  ORGANIZATION                                         29
     4.2  AUTHORIZATION                                        29
     4.3  CONSENTS AND APPROVALS; NO VIOLATIONS                29
     4.4  TITLE                                                29
     4.5  ABSENCE OF MATERIAL ADVERSE EFFECT                   29
     4.6  LITIGATION                                           30
     4.7  COMPLIANCE WITH APPLICABLE LAW                       30
     4.8  CONTRACTS                                            30
     4.9  TAXES                                                30
     4.10 PERMITS                                              31
     4.11 BARGES AND TANGIBLE PERSONAL PROPERTY                31
     4.12 CERTAIN FEES                                         32
     4.13 CONDUCT IN THE ORDINARY COURSE                       32
     4.14 INSURANCE                                            32
     4.15 TRUTH                                                32
     4.16 ENVIRONMENTAL AND OTHER PERMITS AND LICENSES;
           RELATED MATTERS                                     32
     4.17 LABOR MATTERS AND EMPLOYEE BENEFITS                  33
     4.18 ABSENCE OF CERTAIN PAYMENT OBLIGATIONS               33

     4.19 NO OTHER REPRESENTATIONS OR WARRANTIES               33

ARTICLE V       REPRESENTATIONS AND WARRANTIES OF BUYER        34

     5.1  ORGANIZATION                                         34
     5.2  AUTHORIZATION                                        34
     5.3  CONSENTS AND APPROVALS; NO VIOLATIONS                34
     5.4  LITIGATION                                           34
     5.5  CERTAIN FEES                                         35
     5.6  BUYER QUALIFICATIONS                                 35
     5.7  INDEPENDENT REVIEW                                   35

ARTICLE VI      COVENANTS                                      35

     6.1  PRE-CLOSING COVENANTS                                35
     6.2  OPERATION AND MAINTENANCE OF ACQUIRED ASSETS         35
     6.3  ACCESS TO INFORMATION                                36
     6.4  CONSENTS                                             36
     6.5  FURTHER ASSURANCES                                   37
     6.6  WIND DOWN                                            37
     6.7  SHIPPING OF ACQUIRED ASSETS FROM DELIVERY POINT      44
     6.8  PUBLIC ANNOUNCEMENTS                                 44
     6.9  TAX MATTERS                                          44
     6.10 CONFIDENTIALITY                                      45
     6.11 SOLICITATION BY BUYER                                45
     6.12 INSURANCE COVERAGE; RISK OF LOSS                     46
     6.13 TRANSFER TAXES; EXPENSES; VAT                        46
     6.14 ASSISTANCE IN COLLECTING CERTAIN AMOUNTS             46
     6.15 EXCLUDED LIABILITIES                                 47
     6.16 ESCROW                                               47
     6.17 DR EMPLOYEES WARRANTY                                47
     6.18 PERMITS                                              47
     6.19 CERTIFICATIONS                                       47

ARTICLE VII     INDEMNIFICATION                                48

     7.1  INDEMNIFICATION OBLIGATIONS OF SELLER PARTIES        48
     7.2  INDEMNIFICATION OBLIGATIONS OF BUYER                 48
     7.3  SURVIVAL                                             49
     7.4  INDEMNIFICATION PROCEDURE                            49
     7.5  SELLER LIABILITY LIMITS                              50
     7.6  BUYER LIABILITY LIMITS                               52
     7.7  REASONABLE STEPS TO MITIGATE                         53
     7.8  EXCLUSIVE REMEDIES                                   53
     7.9  FORCE MAJEURE LOSSES                                 53

ARTICLE VIII    TERMINATION                                    53

     8.1  TERMINATION                                          53
     8.2  PROCEDURE AND EFFECT OF TERMINATION                  54
     8.3  TERMINATION FEES                                     55
     8.4  NO DUPLICATE PAYMENTS                                56

ARTICLE IX      MISCELLANEOUS                                  56

     9.1  FEES AND EXPENSES                                    56
     9.2  NOTICES                                              56
     9.3  SEVERABILITY                                         59
     9.4  BINDING EFFECT; ASSIGNMENT                           59
     9.5  NO THIRD-PARTY BENEFICIARIES                         59
     9.6  ENTIRE AGREEMENT                                     59
     9.7  GOVERNING LAW AND CHOICE OF FORUM                    59
     9.8  WAIVER OF JURY TRIAL                                 60
     9.9  PROCESS AGENTS                                       60
     9.10 SPECIFIC PERFORMANCE                                 60
     9.11 COUNTERPARTS                                         60
     9.12 AMENDMENT; MODIFICATION                              61
     9.13 DISCLOSURE SCHEDULES                                 61
     9.14 WAIVER                                               61

Schedules

Schedule 1.1(a)     Hull Test Guidelines for Minimum Hull Standards
Schedule 1.1(b)     Knowledge of Buyer
Schedule 1.1(c)     Knowledge of Seller
Schedule 1.1(d)     Performance Test Guidelines for Baseline Performance Levels
Schedule 1.1(e)     Permitted Liens
Schedule 1.1(f)     Prudent Standards and Practices
Schedule 1.1(g)     Hull Maintenance
Schedule 1.1(h)     Effective Date Certificate
Schedule 1.1(i)     Known Hull Repair Issues On or Before Presigning Inspection
Schedule 2.1(a)     Generation Assets
Schedule 2.1(b)     Spare Parts Expected to be on Hand at Closing
Schedule 2.1(c)     Tangible Personal Property
Schedule 2.1(d)     Contracts
Schedule 2.1(g)     Permits
Schedule 2.2(g)     Events or Occurrences for Claims
Schedule 3.2        Inventory Schedule
Schedule 3.3        Allocation of Purchase Price
Schedule 4.5        Certain Exceptions
Schedule 4.6        Litigation
Schedule 4.8        Contingencies with Respect to Contracts
Schedule 4.9        Taxes
Schedule 4.10       Permit Exceptions
Schedule 4.14       Insurance
Schedule 4.15       Data and Documents
Schedule 4.16       Environmental Matters
Schedule 4.17       Schedule of Employees and Benefits
Schedule 6.11       Restricted Employees

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated September 23, 2008 (this "Agreement"), is made and entered into by and among TRANSCONTINENTAL CAPITAL CORPORATION (BERMUDA) LTD., a Bermuda company limited by shares ("Seller"), SEABOARD CORPORATION, a Delaware corporation ("Seller Parent"), and PUEBLO VIEJO DOMINICANA CORPORATION, a Barbados corporation registered as a branch in the Dominican Republic ("Buyer"). Each of Seller, Seller Parent and Buyer are sometimes individually referred to in this Agreement as a "Party" and collectively as the "Parties."

W I T N E S S E T H:

WHEREAS, Buyer and Seller desire to enter into this Agreement pursuant to which (i) Seller will sell to Buyer, and Buyer will purchase from Seller, certain assets, and (ii) Seller will assign, and Buyer will assume, certain liabilities and obligations of Seller associated with such assets (collectively, the "Acquisition");

WHEREAS, Seller Parent also desires to enter into this Agreement and undertake certain obligations and assume certain liabilities in connection with the Acquisition; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions contained in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. The following terms, as used in this Agreement, have the following meanings:

"Accrued Employee Termination Amount" means the accrued termination and severance benefits under the laws and regulations of the Dominican Republic due from the beginning of employment up until the actual date of transfer of employment from Seller to Buyer for those employees of Seller.

"Acquired Assets" has the meaning set forth in Section 2.1.

"Acquisition" has the meaning set forth in the Recitals.

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

"Agreed kWh Rate" means the sum of (a) 2.6 cents (U.S.) plus
(b) the product of the Heat Rate Baseline multiplied by the Fuel Cost divided by the BTU per BBL.

"Agreement" has the meaning set forth in the Preamble.

"Ambient Conditions" has the meaning set forth in Schedule 1.1(d).

"Ancillary Documents" means the Seller Ancillary Documents and Buyer Ancillary Documents.

"Assignment and Assumption Agreement" means that certain Assignment and Assumption Agreement, by and between Buyer and Seller, in substantially the form attached hereto as Exhibit A.

"Assumed Liabilities" has the meaning set forth in
Section 2.3 .

"Barge A" means, as at the date of the signing of this Agreement, the Panamanian flagged barge, "Estrella Del Norte", Patente de Navegacion No. 19564-PEXT-1, and the Generation Assets owned and operated by Seller thereon, which is currently located at Avenida La Marina (Avenida del Puerto) Muelle Timbeque, Santo Domingo, Distrito Nacional, Dominican Republic.

"Barge A Purchase Price" means Nineteen Million Five Hundred Thousand Dollars (U.S. $19,500,000).

"Barge B" means, as at the date of the signing of this Agreement, the Panamanian flagged barge, "Estrella Del Mar I", Patente de Navegacion No. 28070-01-B, and the Generation Assets owned and operated by Seller thereon, which is currently located at Avenida La Marina (Avenida del Puerto) Muelle Timbeque, Santo Domingo, Distrito Nacional, Dominican Republic.

"Barge B Purchase Price" means Forty-Nine Million Five Hundred Thousand Dollars (U.S. $49,500,000).

"Barges" has the meaning set forth in Section 2.1 (a).

"Base Purchase Price" has the meaning set forth in
Section 3.1 .

"Baseline Hull Condition" means the state of the Barges' hulls as determined during the Pre-Effective Date Inspection in accordance with the Hull Test Guidelines and the Hull Test Procedures, listed in Schedule 1.1(a), which, for the avoidance of doubt, shall take into account, in the case of the covenants to be performed by Seller pursuant to Section 6.2(a) and the tests and covenants to be performed in connection with the Closing in accordance with Section 6.6 , any tolerance or degradation expressly permitted by the Hull Test Guidelines and the Hull Test Procedures.

"Baseline Performance Levels" means those levels determined during the Pre-Effective Date Inspection for the Heat Rate Baseline, the Net Electrical Capacity Baseline, the Capacity Factor Baseline, the Lubricating Oil Consumption Baseline, Stack Emissions Baseline and the Noise Emissions Baseline (with respect to the Generation Assets operating individually or simultaneously in compliance with all applicable Laws and within acceptable operating limits as

recommended by the manufacturer and specified in the manufacturer's operations and maintenance manuals), tested in accordance with the Performance Test Guidelines and the Performance Test Procedures, which, for the avoidance of doubt, shall take into account, in the case of the covenants to be performed by Seller pursuant to Section 6.2(a) and the tests and covenants to be performed in connection with the Closing in accordance with Section 6.6 , (a) any tolerance or degradation expressly permitted by the Performance Test Guidelines and Performance Test Procedures and (b) with respect to the Noise Emissions Baseline, the fact that Seller's obligations shall be limited as provided in Section 4.F.3 of Schedule 1.1(d).

"Baseline Termination Notice" has the meaning set forth in
Section 2.12 .

"Bills of Sale" means those bills of sale required by the Dominican Republic to register the Barges in Buyer's name in the form attached hereto as Exhibit B.

"Books and Records" has the meaning set forth in Section 2.1 (e).

"BTU per BBL" means an amount equal to product of fuel density in kg/m3 and lower heating value in MJ/kg multiplied by a factor of 150.7. The values for fuel density and lower heating values will be based on actual fuel sample test results that will be obtained from a reputable lab. In situations where fuel sample results are not available, a generalized value of 6,000,000 BTU/barrel will be used.

"Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in The City of New York, United States, or Santo Domingo, Dominican Republic.

"Buyer" has the meaning set forth in the Preamble.

"Buyer Ancillary Document" means any deed, public instrument, certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by Buyer or any Affiliate of Buyer in connection with the Acquisition pursuant to this Agreement.

"Buyer Fundamental Representations" has the meaning set forth in Section 7.2 (a).

"Buyer Indemnified Parties" means Buyer and its Affiliates and each of their respective officers, directors, employees, agents, successors and permitted assigns.

"Buyer Interest Payment" means an amount calculated at simple interest at the rate of two and one-half percent (2.5%) per annum on the amount of the Escrow Deposit for the time period commencing on and including March 1, 2009 and ending on and including the date on which the Escrow Deposit is deposited with the Escrow Agent by Buyer pursuant to Section 3.1 (b).

"Capacity Factor" has the meaning set forth in Schedule 1.1(d).

"Capacity Factor Baseline" has the meaning set forth in Schedule 1.1(d).

"Capacity Factor Test" has the meaning set forth in Schedule 1.1(d).

"Chase Lien" means the pledge on the assets of Seller created in the public records of Bermuda under the Pledge Agreement, dated as of January 19, 1990, between Seaboard Overseas Limited and The Chase Manhattan Bank (National Association), as amended by Amendment No. 1, dated as of November 24, 1993, among Seaboard Overseas Limited, Seller, and The Chase Manhattan Bank (National Association).

"Chosen DR Employees" has the meaning set forth in
Section 6.11 .

"Closing" has the meaning set forth in Section 2.5(a).

"Closing Date" has the meaning set forth in Section 2.5(a).

"Closing Date Payment" has the meaning set forth in
Section 3.1 (c).

"Closing Notice" has the meaning set forth in
Section 2.5(a).

"Commercially Reasonable Efforts" means efforts which do not require the performing Party to expend material funds or incur material obligations.

"Concession" means (i) that concession granted to Seller for the generation, distribution and commercialization of electricity produced by its power plant installed on Barge A pursuant to Resolution 3-92 of the Directorio de Desarrollo y Reglamentacion de la Industria de la Energia Electrica (DDRIE) on April 13, 1992, pursuant to Law 14-90, and Resolution No. 24-2001 of the Superintendence of Electricity dated October 9, 2001, (ii) those documents granting to the Seller the legal rights for the generation, distribution and commercialization of the electricity produced by its power plant installed on Barge B, including a certain power purchase agreement executed with the then state- owned electricity company, Corporacion Dominicana de Electricidad, dated June 2, 1989, and its amendments, and Resolution No. 24-2001 of the Superintendence of Electricity dated October 9, 2001, and (iii) the Generation Concession granted by the Dominican State to the Transcontinental Capital Corporation (Bermuda) Ltd. in connection with the Barges pursuant to General Electricity Law No. 125-01.

"Confidential Information" has the meaning set forth in
Section 6.10 .

"Contracts" has the meaning set forth in Section 2.1 (d).

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

     "Damaged  Assets" has the meaning set forth in  Section  6.6
(c).

     "Damage  Period" has the meaning set forth  in  Section  6.6
(f).

"Decommission Certificate" has the meaning set forth in
Section 6.19 (a).

"Decommission Non-Authorization Event" means the failure of Seller, after exercising Commercially Reasonable Efforts, to obtain, on or before September 30, 2009, the Decommission Certificate.

"Delinquent Barge(s)" has the meaning set forth in
Section 6.6 (f).

"Delinquent Date" has the meaning set forth in Section 6.6 (f).

"Delivery Point" has the meaning set forth in
Section 6.6(a)(i).

"Delivery Window" means the sixty (60) day period immediately following the Wind Down Date unless extended in accordance with Section 6.6 (b) due to a Force Majeure Event.

"Dollars" or "U.S. $" means the lawful currency of the United States of America.

"DR Employees" has the meaning set forth in Section 4.17 .

"Dry Dock Force Majeure Event" means items (a), (b), (c),
(d) and (e) of the definition of Force Majeure Event except that with respect to items (a) and (c) it includes naturally occurring phenomena to the extent occurring in the Caribbean, and with respect to item (d) to the extent that there are no dry docking facilities available for the Barges in the Caribbean after Buyer has used Commercially Reasonable Efforts, after Buyer has delivered the Wind Down Notice to Seller, to procure reservations for dry docking for the Barges.

"Early Decommission Date" means (a) if the Extension Period is zero days, then the "Early Decommission Date" is the Wind Down Date and (b) if the Extension Period is one (1) or more days, then the "Early Decommission Date" is the last calendar day of the period which commences on the Wind Down Date and ends "X" number of days immediately following the Wind Down Date, where "X" is equal to the number of days included in the Extension Period.

"Early Decommission Payment" means an amount equal to the lesser of (A) Three Million Seven Hundred Fifty Thousand Dollars (U.S. $3,750,000) or (B) the product of (1) Forty-One Thousand Six Hundred Sixty-Seven Dollars (U.S. $41,667) times (2) the number of days (inclusive) during the period commencing on the Early Decommission Date and ending on December 31, 2010.

"Early Termination Event" means the failure of Seller, despite Seller's exercise of Commercially Reasonable Efforts, to satisfy the condition set forth in Section 2.11 (b) or
Section 2.11 (c) by September 30, 2009, if such has not been permanently waived by Buyer in writing by October 31, 2009.

"Effective Date" means the eleventh (11th) Business Day after Buyer has given Seller the Effective Date Certificate.

"Effective Date Certificate" has the meaning set forth in
Section 2.12 .

"Effective Escrow Deposit" has the meaning set forth in
Section 3.1 (a).

"Effective Escrow Deposit Date" has the meaning set forth in
Section 3.1 (a).

"Effective Escrow Deposit Release Date" has the meaning set forth in Section 2.11 .

"Effluent Emissions" has the meaning set forth in Schedule 1.1(d).

"Effluent Emissions Baseline" has the meaning set forth in Schedule 1.1(d).

"Effluent Emissions Test" has the meaning set forth in Schedule 1.1(d).

"Environmental Laws" means all Laws, as in effect as of the date hereof or as in effect with respect to any time period after the date hereof but prior to, and including the date of, the Closing Date, with respect to the Acquired Assets and the Power Business and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety, natural resources or hazardous materials.

"Environmental Permits" means all permits, approvals, identification numbers, licenses and other authorizations required under or issued pursuant to any applicable Environmental Law with respect to the Acquired Assets or the power business.

"Escrow Account" means a United States Dollar interest bearing account at Escrow Agent.

"Escrow Agent" means the Bank of New York.

"Escrow Agreement" means that escrow agreement by and among Seller, Buyer and the Escrow Agent in the form of Exhibit C.

"Escrow Deposit" has the meaning set forth in Section 3.1 (b).

"Escrow Fraction" means the fraction, the numerator of which is the amount of the Escrow Deposit which is to be paid to Seller on the Closing Date, and the denominator of which is the total amount of the Escrow Deposit (determined as of the Closing Date prior to any distribution thereof to Buyer or Seller).

"Escrow Interest Amount" has the meaning set forth in
Section 3.1 (b).

"Escrow Shortfall" has the meaning set forth in Section II.2 of the Escrow Agreement.

"Excluded Assets" has the meaning set forth in Section 2.2 .

"Excluded Liabilities" has the meaning set forth in
Section 2.4 .

"Extension Period" means (a) if the Closing Date occurs within sixty (60) days after the Wind Down Date, then the "Extension Period" is zero days, (b) if the Closing Date occurs after the sixtieth (60th) day following the Wind Down Date, and the delay beyond such sixtieth (60th) day is due solely to delay or nonperformance by Buyer of its obligations under this Agreement, then the "Extension Period" is zero days or (c) if the Closing Date occurs after the

sixtieth (60th) day following the Wind Down Date, and the delay beyond such sixtieth (60th) day is for any reason (including a Force Majeure Event or delay or nonperformance by Seller of its obligations under this Agreement) not listed in clause (b), then the "Extension Period" is equal to the number of days (inclusive) in the period commencing on the sixty-first (61st) day following the Wind Down Date and ending on the earlier of the Closing Date or December 31, 2010.

"Final Testing Period" has the meaning set forth in
Section 6.6 (a)(ii).

"Financing Party" means any Person providing financing to Buyer and its Affiliates, including any trustee or agent representing such Person.

"First Anniversary" means the first anniversary of the date as of which Buyer has filed an action seeking specific performance by Seller of this Agreement or the Acquisition following the failure of the Closing to have occurred as required by this Agreement with respect to a Delinquent Barge.

"First Closing Date" has the meaning set forth in
Section 6.6 (e).

"Force Majeure Event" means any of the following events which are outside of the asserting Party's control that materially and adversely affect the performance by that Party of its obligations (other than payment obligations) under or pursuant to this Agreement:

(a) the following naturally occurring phenomena to the extent occurring in the Dominican Republic: acts of God including storms, floods, hurricanes, tornadoes, earthquakes, tsunamis, volcanic eruptions, landslides, famines, plagues or epidemics;

(b) fires and explosions;

(c) to the extent such events occur in the Dominican Republic: sabotage, wars, blockades, insurrections, riots or acts of terrorism;

(d) to the extent such events occur in the Dominican Republic: impossibility to obtain materials, supplies, permits or labor; or

(e) any laws, orders, rules, regulations, acts or restraints of any Governmental Entity or authority (civil or military) (that are not attributable to the acts or omissions or provocation of the asserting Party, or their respective contractors, subcontractors, employees, officers, directors or agents) to the extent such laws, orders, rules, regulations acts or restraints directly affect the ownership (or ability to transfer ownership) or operation of the Acquired Assets,

so long as the foregoing are not within the control of the asserting Party and which by the exercise of due diligence, oversight and planning the asserting Party is unable to prevent or overcome. For the purposes of this Agreement, the expression "due diligence, oversight and planning" means the level of duty and care expected of a reasonable and prudent operator of assets similar to, or like, the Acquired Assets. No consequence or circumstances knowingly created by, and no intentional act or omission of, the asserting Party or any of its contractors, subcontractors, agents, employees, officers or directors of the foregoing shall ever (a) constitute

a Force Majeure Event or (b) relieve the asserting Party from an obligation or requirement hereunder. Any increase in the cost of performance not resulting from the Force Majeure Event shall not be a Force Majeure Event.

"Force Majeure Delivery Failure" has the meaning set forth in Section 6.6 (b).

"Force Majeure Exclusion" has the meaning set forth in
Section 6.6 (b).

"Force Majeure Notice" has the meaning set forth in
Section 6.6 (b).

"Force Majeure Termination" has the meaning set forth in
Section 6.6 (b).

"Fuel Cost" means the sum of (a)(i) 40% times the cost of a barrel of Fuel Oil No. 6 (1% sulfur) for the day in question, which cost of a barrel shall be determined for the purposes hereof by taking the average of the high and low price for such day as published by Platts U.S. Marketscan under the heading Gulf Coast Waterborne, plus (ii) 60% times the cost of a barrel of Fuel Oil No. 6 (3% sulfur) for the day in question, which cost of a barrel shall be determined for the purposes hereof by taking the average high and low price for such day as reported by Platts U.S. Marketscan under the heading Gulf Coast Waterborne plus
(b) $7 per barrel. An example of such calculation is attached as Exhibit M.

"Fuel Oil" has the meaning set forth in Schedule 1.1(d).

"Fuel Samples" has the meaning set forth in Schedule 1.1(d).

"Generation Assets" has the meaning set forth in Section 2.1 (a).

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

"Heat Rate" has the meaning set forth in Schedule 1.1(d).

"Heat Rate Baseline" has the meaning set forth in Schedule 1.1(d).

"Heat Rate Test" has the meaning set forth in Schedule 1.1(d).

"Hull Escrow Amount" means, in the case where both Barges are being sold to Buyer by Seller at the Closing, Three Million Dollars (U.S. $3,000,000) and, in the case where only one Barge is being sold to Buyer by Seller at the Closing, One Million Five Hundred Thousand Dollars (U.S. $1,500,000).

"Hull Maintenance" means, with respect to the Barges, inspections and servicing of their hulls in accordance with the guidelines set forth in Schedule 1.1(g).

"Hull Net Repair Cost" has the meaning set forth in
Section 6.6 (a)(iii).

     "Hull  Test  Guidelines"  has  the  meaning  set  forth   in
Schedule 1.1(a).

     "Hull  Test  Procedures"  has  the  meaning  set  forth   in
Schedule 1.1(a).

"Income Tax" means any tax (whether U.S., Panamanian or Dominican or any Governmental Entity of the U.S. or Dominican Republic) based on or measured by reference to net income or capital gains, including any interest, penalty or addition thereto, whether disputed or not.

"Indebtedness" means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services; (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (e) all obligations of such Person as lessee under leases that have been or should be recorded as capital leases; (f) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of such Person or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (iv) otherwise to assure a creditor against loss; and (i) all Indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

"Indemnified Party" means a Buyer Indemnified Party or Seller Indemnified Party, as applicable.

"Indemnifying Party" has the meaning set forth in
Section 7.4(a).

"Insured Event" has the meaning set forth in Section 6.2 (d).

"Interest Rate" means two and one-half percent (2.5%) per annum.

"Inventory Schedule" has the meaning set forth in
Section 3.2 .

"Knowledge of Buyer" means the actual knowledge as of the date hereof or the Closing Date of any of the individuals listed on Schedule 1.1(b), as well as any successor to those

individuals or similar positions if such positions no longer exist; it being understood that all managerial persons of Buyer are hereby included.

"Knowledge of Seller" means the actual knowledge as of the date hereof or the Closing Date of (a) any of the six individuals listed on Schedule 1.1(c) under the caption "Executive Group", as well as any successor to any of those individuals or any individual holding a position with similar responsibilities,
(b) all managerial persons of Seller and all managerial persons of Seller Parent who have responsibility for the Power Business, and (c) in the case of Section 4.11, in addition to the persons described in the foregoing clauses (a) and (b), those four individuals listed on Schedule 1.1(c) under the caption "Persons Reviewing Sections 4.5 and 4.11".

"Known Hull Repair Issues" means those items needing repair listed on Schedule 1.1(i).

"Law" means any material statutes, rules, codes, regulations, ordinances or orders of, or issued by, Governmental Entities.

"Liens" means mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances filed in the public records.

"Loss" has the meaning set forth in Section 7.1 .

"Lubricating Oil Consumption" has the meaning set forth in Schedule 1.1(d).

"Lubricating Oil Consumption Baseline" has the meaning set forth in Schedule 1.1(d).

"Lubricating Oil Consumption Test" has the meaning set forth in Schedule 1.1(d).

"Major Delivery Failure" means, with respect to a Barge, the failure of four (4) or more engine generation sets on that Barge to operate in a manner, which meets the Required Operating Condition of those engines.

"Market Rates" has the meaning set forth in Section 6.6 (f).

"Material Adverse Effect" means a material adverse effect on the physical and operating condition of the Acquired Assets, taken as a whole; provided, however, that in determining whether there has been or would be a "Material Adverse Effect", any adverse change in the Acquired Assets, taken as a whole, that is cured by Seller before the earlier of (a) five (5) Business Days before the anticipated Closing Date and (b) the date on which this Agreement is terminated pursuant to Section 8.1 shall be taken into account.

"Mining Project" has the meaning set forth in Section 9.4 .

"Minor Delivery Failure" means the failure of any of the Acquired Assets to operate in a manner, which meets the Required Operating Condition if such failure does not constitute a Major Delivery Failure.

"Mortgage Certificates" means the certificates referred to in Section 2.11 (c).

"Net Electrical Capacity" has the meaning set forth in Schedule 1.1(d).

"Net Electrical Capacity Baseline" has the meaning set forth in Schedule 1.1(d).

"Net Electrical Output" has the meaning set forth in Schedule 1.1(d).

"No Hire Period" has the meaning set forth in Section 6.11 .

"Noise Emissions" has the meaning set forth in Schedule 1.1(d).

"Noise Emissions Baseline" has the meaning set forth in Schedule 1.1(d).

"Noise Emissions Test" has the meaning set forth in Schedule 1.1(d).

"No Power Day" has the meaning set forth in Section 6.6 (f).

"Option A" has the meaning set forth in Section 6.6 (d).

"Option B" has the meaning set forth in Section 6.6 (d).

"Option C" has the meaning set forth in Section 6.6 (e)(i).

     "Option  C-1"  has  the  meaning set forth  in  Section  6.6
(e)(i).

     "Option  C-2"  has  the  meaning set forth  in  Section  6.6
(e)(i).

"Option D" has the meaning set forth in Section 6.6 (e)(ii).

"Partial Termination Escrow Payment" means an amount (in U.S. Dollars) equal to the sum of (a) the lesser of (i) the Escrow Deposit or (ii) the Partial Termination Purchase Price Adjustment plus (b) the Partial Termination Interest Payment.

"Partial Termination Interest Payment" means an amount (in U.S. Dollars) equal to (a) the amount of the Escrow Interest Amount (determined as of the Business Day immediately preceding the Business Day on which the Escrow Agent pays the Partial Termination Escrow Payment to Buyer pursuant to the Escrow Agreement) multiplied by (b) a fraction, the numerator of which is the Partial Termination Purchase Price Adjustment and the denominator of which is the Escrow Deposit (both in U.S. Dollars); provided, however, that if the Partial Termination Purchase Price Adjustment is equal to or more than the Escrow Deposit, then the "Partial Termination Interest Payment" means an amount equal to the Escrow Interest Amount (determined as of the immediately preceding Business Day on which the Escrow Agent pays the Partial Termination Escrow Payment to Buyer pursuant to the Escrow Agreement).

"Partial Termination Payment" means an amount (in U.S. Dollars), if any, equal to the excess, if any, of (a) the Partial Termination Purchase Price Adjustment over (b) the Escrow Deposit.

"Partial Termination Purchase Price Adjustment" means an amount equal to the sum of (a) the Barge A Purchase Price or the Barge B Purchase Price, as applicable to the Barge which

was excluded from the Acquisition pursuant to the Force Majeure Exclusion or Option D, as applicable, plus (b) the allocable Purchase Price of any other related Generation Assets (determined in accordance with Schedule 3.3) which were also excluded from the Acquisition pursuant to the Force Majeure Exclusion or Option D, as applicable.

"Party" and "Parties" have the meaning set forth in the Preamble.

"Performance Tests" has the meaning set forth in Schedule 1.1(d).

"Performance Test Guidelines" has the meaning set for in Schedule 1.1(d).

"Performance Test Procedures" has the meaning set forth in Schedule 1.1(d).

"Permits" has the meaning set forth in Section 2.1 (g).

"Permitted Liens" means all Liens listed on Schedule 1.1(e) and Liens created by the Security Agreement.

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

"Power Business" means the business conducted by Seller in the Dominican Republic on, or with respect to, the Barges.

"Pre-Effective Date Inspection" means the inspection and testing process described in Schedule 1.1.(a) and Schedule 1.1(d).

"Projected Repair Time" has the meaning set forth in
Section 6.6 (c).

"Property Tax" means any Tax resulting from and relating to the assessment of real or personal property by any Governmental Entity.

"Protocol of Delivery and Acceptance" means that certain protocol of delivery and acceptance for the delivery of the Acquired Assets on the Closing Date as set forth in Exhibit D.

"Provider" has the meaning set forth in Section 6.10 .

"Prudent Standards and Practices" means those practices, methods and maintenance schedules to be applied by Seller to the Acquired Assets prior to the Closing Date and set forth in Schedule 1.1(f).

"Purchase Price" means Seventy Million Dollars (U.S. $70,000,000).

"Reasonable Rectification Period" means, with respect to the actions necessary to replace, restore or repair the Acquired Assets in question to the Required Operating Condition, the time period reasonably required to complete such repair actions, taking into account then typical lead times for material and availability of qualified labor for repair of such action in question, all as established on the basis of at least two (2) written estimates from reputable contractors in the case that Buyer and Seller fail to agree thereon.

"Recipient" has the meaning set forth in Section 6.10 .

"Registration Termination Event" means the failure of Seller, after exercising Commercially Reasonable Efforts, to obtain and deliver to Buyer on or prior to May 31, 2009, the Title Certificate and, unless expressly waived permanently by Buyer in writing, the Mortgage Certificates.

     "Remaining Assets" has the meaning set forth in Section  6.6
(e)(i).

     "Repair  Actions" has the meaning set forth in  Section  6.6
(c).

     "Repair Condition" has the meaning set forth in Section  6.6
(c).

"Repair Costs" has the meaning set forth in Section 6.6 (c).

"Repair Notice" has the meaning set forth in Section 6.6 (c).

"Repair Time" means the Projected Repair Time if Seller as promptly as practicably possible gives Buyer the Repair Notice pursuant to Section 6.6 (c) or, if Seller fails to so provide the Repair Notice or if Buyer elects Option C-2 pursuant to
Section 6.6 (e), then "Repair Time" shall mean the Reasonable Rectification Period.

"Replacement Costs Amount" has the meaning set forth in
Section 6.6 (f).

"Replacement Power" means the excess, if any, of (a) the power that Buyer desires to consume on the day in question over
(b) the actual amount of power, if any, on such day that Buyer consumes from its own generation equipment (or that of its affiliates) permanently located in the Dominican Republic (other than that which is powered by diesel fuel) during the Damage Period, but only to the extent such generation equipment has adequate capacity to serve the load of the Mining Project without the need for Buyer to obtain additional power from alternative sources not owned by Buyer (or its affiliates) in the Dominican Republic; such excess for the purposes hereof shall not exceed the total maximum power determined on a per diem basis that Buyer could have derived from the Delinquent Barge(s) if the Barge(s) had been delivered to Buyer in the Required Operating Condition on the Delinquent Date and operated at but not beyond the Baseline Performance Levels and at the annual historical average availability level. An example is attached as Exhibit N.

"Required Operating Condition" has the meaning set forth in
Section 6.2(a).

"Required Repairs" has the meaning set forth in Section 6.6
(a)(iii).

"Restricted Employee" means an employee restricted for solicitation or hire by Buyer listed on Schedule 6.11.

"Seaworthy" means with respect to a Barge, tight, staunch and strong condition, for uninterrupted coastwise towing by a tugboat with an international load line with a certificate duly issued by Lloyd's Register, American Bureau of Shipping or Den Norske Veritas for distances

not to exceed one hundred fifty (150) nautical miles and in winds not to exceed Beaufort Force 4 (Beaufort Force 4=Wind Speed 11-16 Knots and Sea Wave Height 3.5-5 feet).

"Second Closing Date" has the meaning set forth in
Section 6.6 (e)(i)(2).

"Security Agreement" means that framework security agreement in the form of Exhibit E and such local security documents, deeds, public documents, certificates, instruments and similar documents filed in the Dominican Republic or elsewhere pursuant to which certain of the Acquired Assets are mortgaged, assigned, pledged or otherwise granted a security interest on a first priority basis to Buyer to secure all of Seller Parties' obligations under this Agreement.

"Seller" has the meaning set forth in the Preamble.

"Seller Ancillary Document" means the Security Agreement, any deed, public instrument, certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by Seller or any Affiliate of Seller in connection with the Acquisition pursuant to this Agreement.

"Seller Delivery Failure" has the meaning set forth in
Section 2.5 (b).

"Seller Delivery Failure Amount" has the meaning set forth in Section 6.6 (e).

"Seller Fundamental Representations" has the meaning set forth in Section 7.1 (a).

"Seller Indemnified Parties" means Seller Parties and their Affiliates and each of their respective officers, directors, employees, agents, successors and permitted assigns.

"Seller Interest Payment" means an amount calculated as at the Interest Rate on the Effective Escrow Deposit for the time period commencing on the date the Effective Escrow Deposit is deposited with the Escrow Agent pursuant to Section 3.1 (a) and ending on the date that the Effective Escrow Deposit is repaid by Seller to Buyer pursuant to Section 8.3 .

"Seller Late Decommission Payment" has the meaning set forth in Section 6.6 (f).

"Seller Parent" has the meaning set forth in the Preamble.

"Seller Parties" means Seller and Seller Parent.

"Spare Parts Expected to be on Hand at Closing" has the meaning set forth in Section 2.1 (b).

"Special Force Majeure Event" has the meaning set forth in
Section 8.1 (g).

"Stack Emissions" has the meaning set forth in Schedule 1.1(d).

"Stack Emissions Baseline" has the meaning set forth in Schedule 1.1(d).

"Stack Emissions Test" has the meaning set forth in Schedule 1.1(d).

"Superintendence" means the Superintendence of Electricity organized under the General Electricity Law, with authority to regulate the electric energy sector in the Dominican Republic.

"Superintendence Certificate" has the meaning set forth in
Section 6.19(d).

"Tangible Personal Property" has the meaning set forth in
Section 2.1 (c).

"Taxes" means all taxes, assessments, charges, duties (including custom duties, excises and other related assessments), contributions mandated by any Government Entity, fees, levies or other governmental charges (including interest, penalties or additions associated therewith), including income, franchise, capital stock, property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer taxes, sales, use, excise, gross receipts, value-added, environmental contributions, electricity contributions, tolls and fees, and all other taxes imposed by any Governmental Entity, whether disputed or not, and any material charges, interest or penalties imposed by any Governmental Entity.

"Tax Return" means any material report, return, declaration or other information required to be supplied to a Governmental Entity in connection with Taxes, including material estimated returns and reports with respect to Taxes.

"Title Certificate" means the certificate referred to in
Section 2.11 (b).

"Total Purchase Price" means the actual paid sum of (a) the Closing Date Payment, (b) the Effective Escrow Deposit, (c) the actually invoiced cost of lubrication oils described in
Section 3.1(c)(ii), (d) the actually invoiced cost of spare parts described in Section 3.1 (c)(iii) and (e) the Early Decommission Payment, if applicable.

"Transfer Deed" means the documents in the form of Exhibit F.

"Transfer Notification" means such notification to be given to the tax authorities of the Dominican Republic with respect to labor, social security, tax and similar obligations in the form of Exhibit G and Exhibit H, as the case may be.

"Transfer Taxes" has the meaning set forth in Section 6.13 .

"United States" or "U.S." means the United States of America.

"VAT" means value-added taxes of the Dominican Republic.

"Wind Down Date" means that calendar date which is the later of (a) October 1, 2010 or (b) ninety (90) days following the receipt by Seller of the Wind Down Notice.

"Wind Down Notice" means that written notice by Buyer to Seller pursuant to which Buyer instructs Seller to dismantle and decommission the Barges and prepare for delivery of the Barges to Buyer as required herein.

1.2 Construction.

(a) General. Unless the context of this Agreement otherwise clearly requires, (i) references to the plural include the singular, and references to the singular include the plural, (ii) references to one gender include the other gender, (iii) the words "include", "includes" and "including" do not limit the preceding terms or words and shall be deemed to be followed by the words "without limitation",
(iv) the terms "hereof", "herein", "hereunder", "hereto" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (v) "or" is used in the inclusive sense of "and/or", (vi) the terms "day" and "days" mean and refer to calendar day(s), (vii) the terms "year" and "years" mean and refer to calendar year(s), (viii) the phrases "ordinary course of business" and "ordinary course of business consistent with past practice" refer to the business and practice of Seller in connection with the Acquired Assets,
(ix) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (x) any amount paid or to be paid in "U.S. $" or "Dollars" shall be paid in Dollars and (xi) for purposes of any indemnification provision in this Agreement, the word "expenses" shall mean out-of-pocket expenses, and shall not include any allocations of internal salaries and other expenses.

(b) References. Unless otherwise set forth in this Agreement, references in this Agreement to any document, instrument or agreement (including this Agreement) (i) includes and incorporates all Exhibits, Schedules and other attachments thereto, (ii) includes all documents, instruments or agreements issued or executed in replacement thereof and (iii) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time. All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified.

(c) Joint Preparation. This Agreement shall not be construed as if prepared by one of the Parties, but rather as if all Parties had prepared it.

ARTICLE II
PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller agrees to sell, transfer and deliver to Buyer, and Buyer agrees to purchase, all of Seller's right, title and interest in and to the following assets, properties and rights (the "Acquired Assets"):

(a) Barge A and Barge B (collectively, the "Barges"), and all power generation equipment, HFO units, docking equipment, land-based equipment, fuel oil pumps, piping and facilities, oil separators and treatment, electrical cables, lines, transformers, switchgear and controls and all ancillary equipment relating to the foregoing used or useful in connection therewith (all of the foregoing, including the Barges, collectively, the "Generation Assets"), all as described in Schedule 2.1(a);

(b) the spare parts which (i) are on hand and also listed in Schedule 2.1(b) because they were expected to be on hand at the Closing (the "Spare Parts Expected to be on Hand at Closing"), (ii) are in good and useful condition, and (iii) are delivered in accordance with the standards set forth in the Protocol of Delivery and Acceptance;

(c) substantially all of the shop equipment, tools, dies and other equipment listed in Schedule 2.1(c) (all of the foregoing "Tangible Personal Property");

(d) by way of written assignment, all agreements, purchase orders, commitments, service and maintenance contracts, bids and proposals described on Schedule 2.1(d) (except to the extent constituting Excluded Assets as described in Section 2.2 ) (the "Contracts");

(e) all records, materials and data, including intellectual property, trade secrets, know-how, operations and maintenance manuals, business information, production processes and techniques, market data, software, programs, databases, data (whether operational, technical or otherwise), source code, software engines, platforms and data formats, licenses, all third-party warranties and all related tangible and intangible property relating to the Acquired Assets (except for financial information (other than related to operating expenses), and except for employee records or records regarding Seller or its Affiliates not relevant to the Acquired Assets) (the "Books and Records"), including all such Books and Records necessary to understand past and current performance of the Acquired Assets and to allow for the future performance of the Acquired Assets consistent with past practices;

(f) at Buyer's sole option, all lubrication oils; and

(g) to the extent they are assignable, all permits and approvals required to generate, deliver and sell power, including generation concessions as listed in Schedule 2.1(g) (the "Permits"); provided, however, that Seller's obligation to obtain the transfer of any Permits shall be limited to the use of its Commercially Reasonable Efforts to secure such assignments.

Seller shall grant Buyer all reasonable access and entry rights necessary to remove the Acquired Assets. Seller shall, at its sole expense and cost, dismantle, decommission, pack and otherwise prepare for removal of the Acquired Assets so that they are surrendered in Seaworthy condition and ready for safe shipping (or, if such are not to be transported by sea, in a condition for safe vehicular transportation) consistent with the Protocol of Delivery and Acceptance. The removal of the Acquired Assets by or on behalf of Buyer shall be conducted in all material respects in accordance with all applicable Laws. Buyer shall indemnify, defend and hold Seller Parties harmless of, from and against all claims, causes of action and losses of whatsoever kind or nature, including any liability by reason of injury (including death) to persons, damage to any property and mechanics' liens or similar charges which may affect the Seller's property, resulting from the entry onto Seller's property, or work conducted thereon by, or on behalf of, Buyer in connection with the removal of the Acquired Assets.

Notwithstanding anything to the contrary contained in this Agreement, to the extent any of the Contracts, Books and Records and other documents are susceptible to duplication and are either
(i) used in connection with Seller's other businesses,
(ii) needed for the preparation of Tax Returns, (iii) in connection with product liability claims or claims related to Excluded Assets or Excluded Liabilities, (iv) needed to carry out the terms or purposes of this Agreement or (v) required by Law to be retained by Seller, Seller may keep photostatic copies or other reproductions thereof. Possession of an original or copy of any thereof by Seller in no way implies it has ownership or other rights thereto except as expressly provided herein.

2.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the Acquired Assets shall not include any of the following assets, properties, or rights (collectively, the "Excluded Assets"):

(a) all cash and cash equivalents or accounts receivables, including the revenues Seller earns from generating and selling electricity from the Barges prior to the Wind Down Date;

(b) except to the extent purchased by Buyer on the Closing Date, any lubrication oils;

(c) all power purchase agreements of Seller;

(d) all real estate and onshore offices, buildings and fuel storage facilities owned by Seller or its Affiliates;

(e) any refund related to Property Taxes paid prior to the Closing Date in respect of the Acquired Assets; all Tax Returns and financial statements of Seller related to the Acquired Assets and all records (including working papers) related thereto;

(f) all credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items and duties to the extent related to any Excluded Asset;

(g) all insurance proceeds which Seller has a right to receive and that relate to any Excluded Assets or Excluded Liabilities or events or occurrences for claims listed in Schedule 2.2(g);

(h) all trade names, trademarks, service marks or logos owned by Seller or its Affiliates, including all of Seller's right, title and interest in, to and under the name "Transcontinental Capital Corporation (Bermuda) Ltd." or any related or similar trade names, trademarks, service marks or logos;

(i) insurance policies, prepaid insurance premiums and any refund or reduced premium resulting from retroactive adjustment under, or cancellation of, any insurance policy and other similar insurance refunds;

(j) any Permit that by its terms is not assignable to Buyer if Seller has used Commercially Reasonable Efforts to obtain such assignment;

(k) all information, files, correspondence, records, data, plans, reports, contracts and recorded knowledge, and all accounting or other books and records related to Acquired Assets in whatever media retained or stored including computer programs and disks, to the extent required by applicable Law to be maintained by Seller following the Closing Date; and

(l) all rights of Seller under this Agreement or any Ancillary Document.

2.3 Assumption of Assumed Liabilities. In connection with the purchase by Buyer of the Acquired Assets and pursuant to the Assignment and Assumption Agreement, and subject to Article VII, Buyer shall assume and thereafter pay, perform and discharge, and indemnify the Seller Indemnified Parties against and hold them harmless from all debts, obligations and liabilities relating to the Acquired Assets, arising from a circumstance which occurs after the Closing Date, and whether known or unknown, fixed, absolute, contingent, material or immaterial, matured or unmatured, other than the Excluded Liabilities, including the following (collectively, the "Assumed Liabilities"):

(a) all obligations and liabilities of Seller under the Contracts and Permits assigned to and accepted by Buyer; provided that all requisite consents have been obtained by Seller;

(b) Transfer Taxes;

(c) all debts, liabilities and obligations not otherwise enumerated above which are directly related to the ownership or operation of any Acquired Assets to the extent arising from an event which occurs after the Closing Date; and

(d) all other liabilities expressly allocated to Buyer in this Agreement or in any Ancillary Document executed by Buyer or expressly contemplated herein.

2.4 Excluded Liabilities. Notwithstanding the provisions of
Section 2.3 of this Agreement, Buyer shall not assume the business operations of Seller or any of the following liabilities or obligations of Seller (collectively, the "Excluded Liabilities"):

(a) any liability of Seller arising out of or relating to the execution, delivery or performance of this Agreement or any of the Seller Ancillary Documents;

(b) any Indebtedness for which Seller is liable either as an obligor, guarantor or otherwise;

(c) any liability or obligation relating in any way to any Excluded Asset;

(d) any liability or obligation (whether scheduled or not, whether excluded or not, whether in the Knowledge of Seller or not) which should otherwise be disclosed in accordance with the representations and warranties given by Seller Parties to Buyer in Schedule 4.5, Schedule 4.6, Schedule 4.8, Schedule 4.9, Schedule 4.10, Schedule 4.16 or Schedule 4.17 and that arises or has arisen on or prior to the Closing Date;

(e) Income Taxes resulting from the ownership, use or possession of the Acquired Assets up until the Closing Date or the sale of the Acquired Asset;

(f) all other Taxes of Seller (except for Transfer Taxes);

(g) any and all closure costs (including, without limitation, notary fees, attorneys' costs and taxes) and disconnection costs (including any charges assessed by any Person) incurred as a result of the disconnection from the grid, the sale and transfer of Acquired Assets or the transactions contemplated herein;

(h) all debts, liabilities and obligations related to the Acquired Assets under warranty agreements given by Seller on or prior to the Closing Date;

(i) all debts, liabilities, fines, penalties and obligations (including environmental liabilities) arising as a result of the ownership, use, retirement, disassembly and/or possession of the Acquired Assets prior to the Closing Date; and

(j) all employee contracts and amounts due to employees of Seller and the tax, labor and social security obligations in connection therewith (including the Accrued Employee Termination Amount).

2.5 Closing; Seller Delivery Failure.

(a) Closing. The closing of the Acquisition shall occur on the Business Day during the Delivery Window (as extended, if applicable, in accordance with the terms of this Agreement), specified by Seller by written notice (the "Closing Notice") given to Buyer at least ten (10) days prior to the Closing Date, and if Seller fails to so designate such a date, the Closing shall occur on the last Business Day of the Delivery Window (the "Closing"). If Seller has not received the Wind Down Notice on or prior to January 1, 2011, then, notwithstanding anything herein to the contrary, Seller may, at its election, establish the target Closing Date as of a Business Day on or after April 1, 2011, by giving the Closing Notice to Buyer at least seventy-five (75) days prior to the expected Closing Date. The date of the Closing shall be referred to herein as the "Closing Date". (If, in accordance with Section 6.6 (e), there is a First Closing Date and, if applicable, a Second Closing Date, then the term "Closing Date" shall refer to the First Closing Date with respect to the Acquired Assets acquired by Buyer on the First Closing Date and, if applicable, to the Remaining Assets acquired on the Second Closing Date, and, similarly, the term "Closing" shall refer to both the closing occurring on the First Closing Date and, if applicable, the Second Closing Date.) The Closing shall take place at the offices of King & Spalding LLP, New York office or at such other place as the Parties may agree. Seller shall satisfy all its obligations hereunder so that the Closing may occur promptly and the Seller and Buyer agree time is of the essence.

(b) Seller Delivery Failure. If the Closing has not occurred with respect to a Delinquent Barge by the applicable Delinquent Date due to any reason other than as a result of a Force Majeure Event or Buyer's failure to be ready, willing and able to perform its obligations to be performed at the Closing (a "Seller Delivery Failure"), Buyer shall have the right on the First Anniversary (i) to terminate this Agreement if it

has not obtained (or been able to enforce) specific performance of the Acquisition or of this Agreement, in which case Buyer, upon written notice to Seller, may, at any time prior to the Closing, terminate this Agreement and be entitled to its actual damage amounts (excluding any such damages to the extent mitigated by Seller's provision of Replacement Power and/or payment of Seller Late Decommission Payments pursuant to Section 6.6 (f)) on such day or (ii) to have access to the site to take possession of the Delinquent Barge(s) and the other related Acquired Assets and deduct from the Closing Date Payment (or to the extent the Closing Date Payment is not sufficient, Buyer and Seller shall jointly instruct the Escrow Agent to deduct such amount from the Escrow Deposit for payment to Buyer) all costs and expenses incurred by Buyer to prepare them for the Buyer at Closing as contemplated herein. Notwithstanding anything in this Agreement to the contrary, the total damage amount (including costs and expenses) payable by Seller to Buyer (or to be taken as a deduction from the Closing Date Payment or paid from the Escrow Deposit) in accordance with this
Section 2.5(b) and/or Section 3.1 (c)(xiii) together with the total amount of Seller Late Decommission Payments payable in accordance with Section 3.1 (c)(v) and Section
6.6 (f) shall not exceed a total of Fifteen Million Dollars (U.S. $15,000,000). If Buyer files an action to seek specific performance by Seller of this Agreement or the Acquisition, (i) Buyer shall, so long as it desires to acquire the Acquired Assets (as determined in its sole discretion and acting solely in its own self-interest), in good faith pursue and, if successful, enforce that action or, in the alternative, (ii) Buyer may instead elect not to pursue or continue that action at any time, but, if it does so prior to the First Anniversary, Buyer shall forgo its right to claim damages pursuant to this Section 2.5 (b).

2.6 Closing Deliveries by Seller. At the Closing (including on the Second Closing Date, as the case may be), Seller will deliver or cause to be delivered to Buyer (unless delivered previously) the following (each of which shall be a condition precedent to Buyer's obligations at the Closing):

(a) an official certification from the Internal Revenue Directorate (Direcion General de Impuestos Internos) in the Dominican Republic confirming that Seller is in compliance (without qualification) with its fiscal obligations, dated within thirty (30) Business Days prior to the Closing Date;

(b) an official certification from the Naval Ministry (Marina de Guerra) in the Dominican Republic confirming that the Barges are registered in the Dominican Republic, dated within thirty (30) Business Days prior to the Closing Date;

(c) an official certification from the General Customs Directorate (Direccion General de Aduanas) in the Dominican Republic confirming that Seller has no pending Indebtedness before such institution;

(d) the Bills of Sale, duly executed by Seller;

(e) a counterpart of the Transfer Deed transferring the Acquired Assets, duly executed by Seller;

(f) subject to the prior receipt of the Superintendence Certificate, a counterpart of the Assignment and Assumption Agreement, executed by Seller;

(g) the Books and Records and all written Contracts, if any, in Seller's possession;

(h) a certificate executed by an authorized representative of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors approving the execution and delivery of the Transfer Deed and the Bill of Sale and the consummation of the transfers contemplated on the Closing Date;

(i) a certificate of a duly authorized officer of Seller Parties certifying that the representations and warranties set forth in Article IV are true and correct in all material respects as of the Closing Date, except for (i) representations and warranties which are as of a specific date, which shall be true and correct in all material respects as of such date, and (ii) where the failure to be true and correct would not have a Material Adverse Effect, or have a material adverse effect on the ability of Seller to consummate the Acquisition;

(j) proof of Transfer Notification delivered fifteen
(15) Business Days prior to the Closing Date to the appropriate tax authorities in the Dominican Republic jointly by Buyer and Seller as well as VAT application as further described in Section 6.13 ;

(k) a revised Schedule 2.1(d) updated at the Closing Date;

(l) a revised Schedule 4.17 updated at the Wind Down Date;

(m) labor transfer agreement for the transfer of those employees that Buyer expressly accepts in writing to hire as of the Closing as contemplated in Section 6.11 hereof, if applicable and such agreement shall be filed with the appropriate Governmental Entity of the Dominican Republic within the notification period required by applicable Law and notified to those employees affected;

(n) a copy of the Decommission Certificate; and

(o) the Acquired Assets in the Required Operating Condition.

With respect to the certificates specified in Section 2.6 (a),
Section 2.6 (b), Section 2.6(c) and Section 2.6 (n), it is understood (i) that Seller's obligation to obtain such shall be limited to using its Commercially Reasonable Efforts to obtain and to deliver, or cause to be delivered, such certificates and
(ii) that in all events, unless obtaining and delivering such is expressly waived permanently by Buyer in writing on the Closing Date, each such certificate shall remain a condition precedent to Buyer's obligations at the Closing. With respect to the Decommission Certificate, prior to the Closing, Seller shall have fulfilled (or the Superintendence shall have permanently waived) any conditions contained in the Decommission Certificate that are required to be fulfilled at or prior to the dismantling and removal of the Barges and the other Generation Assets in accordance with the terms of this Agreement.

2.7 Closing Deliveries by Buyer. At the Closing, Buyer will deliver or cause to be delivered to Seller (unless previously delivered) the following (each of which shall be a condition precedent to Seller's obligations at the Closing):

(a) the Closing Date Payment;

(b) the Bills of Sale, duly executed by Buyer;

(c) a counterpart of the Transfer Deed transferring the Acquired Assets (other than the Barges), duly executed by Buyer;

(d) subject to the prior receipt of the Superintendence Certificate, a counterpart of the Assignment and Assumption Agreement executed by Buyer;

(e) reasonable proof that the Transfer Notification was (so long as Seller timely provided all relevant information) delivered fifteen (15) Business Days prior to the Closing Date to the appropriate tax authorities in the Dominican Republic jointly by Buyer and Seller;

(f) a certificate of a duly authorized officer of the Buyer certifying that the representations and warranties set forth in Article V are true and correct in all material respects as of the Closing Date, except for (i) representations and warranties which are as of a specific date, in which event they shall be true and correct as of such date, and (ii) where the failure to be true and correct in all material respects would not have a material adverse effect on the ability of Buyer to consummate the Acquisition; and

(g) confirmation that the preliminary list of employees to be transferred to Buyer from Seller, if any, in accordance with Section 6.11 delivered before Closing has or has not changed.

2.8 Local Dominican Documents. After the Effective Date and prior to the Effective Escrow Deposit Release Date, Buyer and Seller agree to execute and deliver the following:

(a) Hipoteca Naval, in substantially the form attached hereto as Exhibit I.

2.9 Security Agreement. After the Effective Date and prior to the Effective Escrow Deposit Release Date, Buyer and Seller agree to execute and deliver the Security Agreement.

2.10 Escrow Agreement. Contemporaneously with the execution of this Agreement, the Parties agree to execute and deliver the Escrow Agreement. In accordance with this Agreement, Buyer shall deposit the Effective Escrow Deposit and the Escrow Deposit to be managed and paid out by the Escrow Agent to the Seller on the Effective Escrow Deposit Release Date or at the Closing (as applicable) upon joint instruction of both Buyer and Seller. The funds deposited in the Escrow Account shall accrue interest; such interest shall first be used to pay the Escrow Agent, and the remaining amount of interest, if any, shall be distributed in accordance with this Agreement.

2.11 Conditions Precedent to Release of the Effective Escrow Deposit. As promptly as practicable following the Effective Date, the Seller shall deliver, or cause to be delivered at its sole cost, the following (which deliveries shall be conditions precedent to the obligations of Buyer to direct the release of the Effective Escrow Deposit as provided in this Section 2.11 ):

(a) an official certification from the Internal Revenue Directorate (Dirrecion General de Impuestos Internos) in the Dominican Republic confirming that Seller is in compliance with its fiscal obligations, dated within thirty (30) Business Days of the Escrow Signing Deposit Release Date;

(b) an official certification from the Naval Ministry (Marina de Guerra) in the Dominican Republic confirming that the Barges are registered in the Dominican Republic;

(c) an official certificate of registration of a valid and perfected naval mortgage (hipoteca naval) in the Barges in the Dominican Republic and a valid and perfected lien and security interest in the other Acquired Assets (other than the Concession);

(d) a certificate of a duly authorized officer of Seller Parties certifying that the representations and warranties set forth in Article IV are true and correct in all material respects as of the Effective Date, except for
(i) representations and warranties which are as of a specific date, which shall be true and correct in all material respects as of such date, and (ii) where the failure to be true and correct would not have a Material Adverse Effect, or have a material adverse effect on the ability of Seller to consummate the Acquisition; and

(e) written confirmation that the Chase Lien has been satisfied in full and discharged of record, as evidenced by a search performed by Buyer's Bermuda counsel (which search shall be conducted within five (5) Business Days following notice to Buyer from Seller that the Chase Lien has been so satisfied and discharged).

With respect to the certificates specified in Section 2.11 (a),
Section 2.11 (b) and Section 2.11 (c), it is understood (i) that Seller's obligation shall be limited to using its Commercially Reasonable Efforts to obtain and to deliver or cause to be delivered, such certificates and (ii) that in all events, unless expressly waived permanently by Buyer in writing on the Effective Escrow Deposit Release Date, obtaining and delivering each such certificate shall remain a condition precedent to the obligations of Buyer to direct the release of the Effective Escrow Deposit as provided in this Section 2.11 . Upon the delivery of all documents and certificates listed above, reasonably satisfactory to Buyer, the Buyer shall promptly instruct the Escrow Agent to release the Effective Escrow Deposit to Seller (the "Effective Escrow Deposit Release Date"). At any time after the Effective Escrow Deposit Release Date, it is revealed that any lien exists on the Acquired Assets that has priority over Buyer's lien, then Seller Parties shall promptly discharge any such lien and if such is not discharged within thirty (30) days of its arising then the Seller shall deposit in the Escrow Account the stated value of such lien if one is stated in a lien filing or Fifteen Million Dollars (U.S. $15,000,000) if no amount is so stated and upon the satisfaction or

discharge of such lien the amount so deposited in the Escrow Account shall be returned to Seller by the Escrow Agent.

2.12 Pre-Effective Date Inspection. Buyer and Seller shall jointly conduct, as promptly as reasonably practicable, the Pre- Effective Date Inspection. Buyer and Seller agree to have the Pre-Effective Date Inspection conducted within thirty
(30) Business Days after the date of this Agreement and to obtain the results of that Inspection as soon thereafter as practicably possible. Buyer shall provide Seller three (3) Business Days notice of the date(s) on which Buyer intends to conduct the Pre- Effective Date Inspection and allow representatives of both Seller and Buyer to be present when the Pre-Effective Date Inspection is conducted. Within thirty (30) days following receipt of the conclusion of the Pre-Effective Date Inspection, Buyer may, if Buyer in its sole discretion so chooses, either
(i) terminate this Agreement immediately by the delivery of a written notice of termination (a "Baseline Termination Notice"), or (ii) execute and deliver a certificate in the form of Schedule 1.1(h) (the "Effective Date Certificate") which attaches thereto the Baseline Hull Conditions and the Baseline Performance Levels. During the ten (10) Business Days after the receipt of the Effective Date Certificate but not at any time thereafter, Seller, in its sole discretion, may give Buyer a Baseline Termination Notice that Seller has elected to terminate this Agreement pursuant to this Section 2.12 . This Agreement shall be deemed immediately terminated upon the delivery of a Baseline Termination Notice or if Buyer has not delivered the Effective Date Certificate during the aforementioned thirty (30) day period allotted therefor.

ARTICLE III
PURCHASE PRICE; ADJUSTMENTS; ALLOCATIONS

3.1 Purchase Price. In addition to the assumption of the Assumed Liabilities, in consideration for the sale, transfer and delivery of the Acquired Assets, Buyer shall pay to Seller the sum of Seventy Million Dollars (U.S. $70,000,000) (the "Base Purchase Price") as adjusted pursuant to this Article III and, as applicable, the other provisions of this Agreement.

(a) Effective Escrow Deposit. Within one (1) Business Day of the first date that neither Party has the right to terminate this Agreement under Section 2.12 (the "Effective Escrow Deposit Date"), Buyer shall deposit with Escrow Agent the sum of Fifteen Million Dollars (U.S. $15,000,000) as an initial deposit towards the Purchase Price (the "Effective Escrow Deposit").

(b) Escrow Deposit. Within one (1) Business Day of the Effective Escrow Deposit Release Date, Buyer shall deposit with the Escrow Agent the sum of Fifty-Five Million Dollars (U.S. $55,000,000) (the "Escrow Deposit"). Any interest earned and accrued on the Escrow Deposit while held by the Escrow Agent in the Escrow Account minus the fees and expenses due the Escrow Agent under the Escrow Agreement shall be referred to herein as the "Escrow Interest Amount".

(c) Closing Payments. At Closing, Buyer shall pay to Seller an amount (the "Closing Date Payment"), if positive, equal to the Base Purchase Price:

(i) minus the Effective Escrow Deposit; plus

(ii) the actually invoiced cost of any lubricant oils included in the Acquired Assets on the Closing Date as determined in Section 3.2 below; plus

(iii) (A) for any new non-obsolete spare parts that have never been used or in service, the actual invoiced cost paid by Seller, (B) for any non-obsolete parts that were purchased as refurbished from third parties, but have not, as of the Closing Date, been put in use or service by Seller subsequent to such purchase, the actual invoiced cost paid by Seller, and (C) for any other non-obsolete spare parts that have been in use or in service (whether refurbished or not), seventy percent (70%) of the actually invoiced cost paid by Seller (in both cases, converted into dollars on the business day before the Closing Date at the rate published in the Wall Street Journal on such date if incurred in another currency); such non-obsolete spare parts in Section
3.1 (c)(iii)(A) or Section 3.1 (c)(iii) (B) shall be in good and useful condition, listed in Schedule 2.1 (b) and included among the Acquired Assets on the Closing Date in accordance with the Protocol of Delivery and Acceptance (the Parties shall include such items in Schedule 3.2); plus

(iv) if the Early Decommission Date occurs before January 1, 2011, the Early Decommission Payment; minus

(v) the Seller Late Decommission Payments, (if any) (if not previously paid), as determined in accordance with
Section 6.6 (f); minus

(vi) if applicable, in accordance with Section 6.6 (e), the Seller Delivery Failure Amount (if any); minus

(vii) if Buyer elects Option B, the Repair Costs, if any, in accordance with Section 6.6 (d) or Section 6.6 (e); and minus

(viii) any amount due Buyer by any Seller Party under
Section 7.1 ; plus

(ix) any amount due to Seller Parties by Buyer under
Section 7.2; minus

(x) to the extent not previously paid by Sellers to the Escrow Agent, the amount of Escrow Shortfall, if any; minus

(xi) the Hull Escrow Amount; minus

(xii) the reasonable estimated costs for the Known Hull Repair Issues, to the extent not already repaired pursuant to Section 6.6 (a)(iv); minus

(xiii) any amount due to Buyer by Seller pursuant to
Section 2.5 (b); minus

(xiv) the Accrued Employee Termination Amount, if not previously paid by Seller pursuant to Section 3.1(d)(i); plus

(xv) the Buyer Interest Payment, if, but only if, the Escrow Deposit has not been paid by Buyer to the Escrow Agent in accordance with Section 3.1 (b) on or prior to March 1, 2009.

If the Closing Date Payment is negative, the Seller shall pay the absolute value thereof to Buyer at the Closing. At the Closing, the Escrow Agent shall, in accordance with the terms of this Agreement and express written joint instruction of Buyer and Seller, disburse to Seller the Escrow Deposit (less the Hull Escrow Amount) (towards payment of the Closing Date Payment) and the Escrow Interest Amount, if any.

Notwithstanding anything in this Section 3.1 to the contrary, if, pursuant to the terms of this Agreement, the "Closing" is divided into two "Closings", one being held on the First Closing Date and the other being held on the Second Closing Date, or, if at a Closing, the Acquired Assets being transferred to Buyer consist of less than both Barges and the other Acquired Assets, then the Closing Date Payment and the disbursement of the Escrow Deposit and the Escrow Interest Amount shall be adjusted as otherwise provided by the terms of this Agreement and the Escrow Agreement.

(d) Accrued Employee Termination Amount. To the extent Seller and Buyer decide to transfer, and Buyer decides to assume, certain employees of Seller at the Closing, Seller shall calculate the Accrued Employee Termination Amount per employee and, subject to confirmation by Buyer, either (i) Seller shall pay such amount and give satisfactory proof thereof to Buyer or (ii) such amount shall be deducted from the Closing Date Payment, whereby if such amounts are deducted from the Closing Date Payment, Buyer shall promptly pay such amounts on behalf of Seller to those assumed and transferred employees in accordance with applicable Law after the transfer and assumption of such employee. Any miscalculation of the Accrued Employee Termination Amount shall be paid by the Party in whose favor the miscalculation was made and such payment shall not be subject to the limitations of Section 7.5 or Section 7.6.

3.2 Payment of the Closing Date Payment. No later than forty-five (45) days prior to the Closing Date, Seller shall deliver to Buyer for its review an inventory of spare parts expected to be included among the Acquired Assets as contemplated in Section 3.1 above. No later than fifteen (15) days prior to the Closing Date, Seller shall deliver to Buyer for its review an inventory of all lubricant oils and spare parts included among the Acquired Assets as contemplated in Section 3.1 above, segregating the spare parts into the three categories provided in clauses (A), (B) and (C) of Section 3.1 (c)(iii), reflecting the respective purchase dates of the spare parts, and setting forth the cost of such Acquired Assets listed on Schedule 3.2 (the "Inventory Schedule"). To the extent that the cost of any of the lubrication oil set forth in the Inventory Schedule was paid in a currency other than Dollars, such sums shall be converted to Dollars at the exchange rate published in the Wall Street Journal one Business Day prior to the Closing. Buyer shall be afforded the opportunity to review during normal working hours the books and records of Seller pertaining to the calculations set forth in the Inventory Schedule to confirm the accuracy of such inventory and calculations. Notwithstanding anything herein to the contrary, it is understood that (i) the spare parts included in the Acquired Assets include only spare parts which are as of the Closing Date in good and useful condition and which are not obsolete and (ii) Buyer may, at its election, exclude from the Acquired Assets any or all of the lubrication oil which would have otherwise been included as Acquired Assets by giving Seller written notice (prior to the Closing Date) of Buyer's election to exclude such lubrication oil. At the Closing, Buyer shall pay to Seller the Closing Date Payment by wire transfer of immediately

available funds to a bank account (or accounts) as shall have been designated in writing by Seller to Buyer.

3.3 Allocation of Purchase Price. The Purchase Price shall be allocated to all Acquired Assets in accordance with the allocations set forth on Schedule 3.3, which shall be supplemented to account for those Acquired Assets not reflected thereon but included in the Inventory Schedule. Allocations to the extent enumerated on Schedule 3.3 shall be binding on Buyer and Seller and their respective Affiliates for Tax purposes, and none of the Parties or their respective Affiliates shall take, for Tax purposes, any position in any Tax Return that is inconsistent with such allocation.

3.4 Nonassignability of Assets. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer, of any Contract or other asset that would be an Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any authorizations, approvals, consents or waivers of a Governmental Entity or other third party, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, if Buyer, in its sole discretion, so elects in writing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such Contract or other asset and this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such Contract or other asset or an attempt thereof. If the Closing proceeds (as a result of Buyer's election above) without the sale, transfer, conveyance, sublease, assignment or delivery of any such Contract or other asset, then, following the Closing, the parties shall use Commercially Reasonable Efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that Buyer shall be required to pay any consideration for any such authorization, approval, consent or waiver other than filing, recordation or similar fees which shall be paid by the party who is required by Law or course of dealing to do so. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Buyer the benefits of use of such Contract or other asset and to Seller the benefits, including any indemnities, that they would have obtained had the Contract or other asset been conveyed to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 3.4 of any Contract or other asset, Buyer shall perform for the benefit of the other Persons that are parties thereto the obligations of Seller or any Affiliate of Seller thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver to assign such liabilities to Buyer, would be Assumed Liabilities and such obligations and liabilities shall for the purposes of Article VII be deemed to be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any such Contract or other asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, Seller shall or shall cause its Affiliates to assign, transfer, convey and deliver such Contract or other asset to Buyer at no additional cost to Buyer.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

Subject to the terms and conditions and limitations set forth in this Agreement, Seller Parties hereby, jointly and severally, represent and warrant, as of (i) the date of this Agreement, (ii) the Effective Escrow Deposit Date, (iii) the Effective Escrow Deposit Release Date and (iv) the Closing Date (including the Second Closing Date, as the case may be), to Buyer as follows:

4.1 Organization. Seller is a company limited by shares validly existing under the laws of Bermuda and has the corporate power and authority to own, lease and operate the Acquired Assets. Seller Parent is a corporation validly existing under the laws of the State of Delaware, United States.

4.2 Authorization. Seller Parties have the power and authority to execute and deliver this Agreement and each Seller Ancillary Document (as applicable), and to perform their obligations hereunder and thereunder and to consummate the Acquisition. This Agreement has been, and the Seller Ancillary Documents shall be as of the Closing Date, duly authorized, executed and delivered by Seller Parties (as applicable) and do or shall, as the case may be, when duly executed by all parties and delivered by Seller Parties (as applicable), constitute the valid and binding agreements of Seller Parties (as applicable), enforceable against Seller Parties (as applicable) in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

4.3 Consents and Approvals; No Violations. Neither the execution and delivery of this Agreement or the Seller Ancillary Documents by Seller Parties (as applicable) nor the consummation of the Acquisition will (a) conflict with or result in any breach of any provision of the charter documents of Seller Parties;
(b) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity;
(c) to the Knowledge of Seller, violate, conflict with or result in a default under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any agreement, lease or other contract, instrument or obligation (including any power sales agreement); or (d) to the Knowledge of Seller, violate any Law applicable to Seller Parties; excluding from the foregoing clauses (b), (c) and
(d) such requirements, violations, conflicts, defaults or rights
(i) which would not adversely affect the ability of Seller Parties to consummate the Acquisition or (ii) which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, Buyer.

4.4 Title. At the Closing, Seller will have and convey to Buyer title to all Acquired Assets, free and clear of any Liens, except for Permitted Liens.

4.5 Absence of Material Adverse Effect. Except as set forth on Schedule 4.5, such:

(a) Seller has owned and operated the Acquired Assets in all material respects in the ordinary course in accordance with Prudent Standards and Practices; and

(b) there has been no Material Adverse Effect since January 1, 2008.

The matters listed on Schedule 4.5 are applicable only to the representations and warranties as at the date of the signing of this Agreement; as of the Effective Escrow Deposit Date, as of the Effective Escrow Deposit Release Date, and as of the Closing Date, such schedule does not apply to matters occurring after the date hereof and there are no exceptions as to matters occurring after the date hereof.

4.6 Litigation. Except as set forth on Schedule 4.6, as of the date of this Agreement, there is no action, suit or proceeding pending or, to the Knowledge of Seller after due inquiry, threatened against Seller by or before any Governmental Entity or brought by any third party that would be an Assumed Liability if existing after the Closing. Except as set forth on Schedule 4.6, as of the date hereof none of the Acquired Assets is subject to any outstanding order, writ, judgment, award, injunction or decree of any Governmental Entity of competent jurisdiction or any arbitrator or arbitrators.

4.7 Compliance with Applicable Law. As of the date of this Agreement, Seller has received no notice that the Seller's ownership or use of the Acquired Assets is in violation of any applicable Law, except for violations that have been rectified, and except as disclosed in Schedule 4.16.

4.8 Contracts. All Contracts are in full force and effect and, assuming the due authorization, execution and delivery by each other party thereto, are currently enforceable against Seller (and any Affiliate of Seller party thereto), and as of the Closing will be (if not scheduled to expire by their respective terms on or prior to the Closing Date), enforceable by Seller and any Affiliate of Seller party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general principles of equity. There does not exist under any material Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of Seller or any Affiliate of Seller, or as of the Closing on the part of Seller or any Affiliate of Seller, except as set forth on Schedule 4.8. No counterparty to any Contract has received written notification from Seller or any of its Affiliates that such counterparty is in breach or default under any Contract. There are no oral contracts.

4.9 Taxes. (a) All Tax Returns required to be filed by or with respect to Seller, the Acquired Assets, Assumed Liabilities or the Power Business (including any consolidated, combined or unitary Tax Return that includes Seller) have been timely filed or as listed in Schedule 4.9 are being contested in good faith and Seller expects to prevail;

(b) all Taxes required to be shown on such Tax Returns or otherwise due by or with respect to Seller, the Acquired Assets or the Assumed Liabilities have been timely paid or, as are listed on Schedule 4.9, are being contested in good faith;

(c) all such Tax Returns (insofar as they relate to Seller, the Acquired Assets, the Assumed Liabilities, or the Power Business) are true, correct and complete;

(d) no adjustment relating to such Tax Returns has been proposed formally or informally by any Governmental Authority (insofar as either relates to Seller, the Acquired Assets or its business or could result in liability of Seller on the basis of joint and/or several liability) and, to the Knowledge of Seller, after due inquiry, no basis exists for any such adjustment;

(e) except as listed in Schedule 4.9, there are no pending or, to the Knowledge of Seller after due inquiry, threatened claims of action for the assessment or collection of Taxes against Seller, the Acquired Assets, the Assumed Liabilities, or the Power Business or any Person that was included in the filing of a Tax Return with Seller on a consolidated, combined or unitary basis;

(f) there are no tax Liens on any of the Acquired Assets;

(g) except as listed in Schedule 4.9, there are no requests for information outstanding that could affect the Taxes relating to the Seller, the Acquired Assets, Assumed Liabilities or the Power Business;

(h) Seller has not received any notice or inquiry from any jurisdiction where Seller does not currently file Tax Returns to the effect that such filings may be required with respect to its business or that its business may otherwise be subject to taxation by such jurisdiction;

(i) to the Knowledge of the Seller, after due inquiry, Seller has properly and timely withheld, collected or deposited and caused to be paid all amounts required to be withheld, collected or deposited in respect of Taxes;

(j) to the Knowledge of the Seller, after due inquiry, there are no Tax investigations, inquiries or audits by any Tax authority in progress relating to the Acquired Assets or the business, nor has Seller received any written notice indicating that a Governmental Authority intends to conduct such an audit or investigation; and

(k) Seller is otherwise in compliance with Tax Laws.

4.10 Permits. Except as set forth in Schedule 4.10, as of the date of this Agreement, the Permits include all licenses and permits necessary to utilize and operate the Acquired Assets as they are currently operated for the generation of electricity in accordance with applicable Law. As of the Closing Date, Seller has all permits and licenses, including the Concession, necessary to utilize and operate the Acquired Assets for the generation of electricity in accordance with applicable Law.

4.11 Barges and Tangible Personal Property. The Barges, the Generation Assets and the Tangible Personal Property are, as of the date of this Agreement, the Effective Escrow Deposit Date, and the Effective Escrow Deposit Release Date in the condition as evidenced by the Pre-Effective Date Inspection and operate in accordance with the Baseline Performance Levels, and, to the Knowledge of Seller Parties, there is no reason that the Barges, the Generation Assets and the Tangible Personal Property should not be able, as of the date of this Agreement, the Effective Escrow Deposit Date, and the Effective Escrow Deposit Release Date

to operate in accordance with the Baseline Performance Levels. The hulls of the Barges are, as of the date of this Agreement, the Effective Escrow Deposit Date, and the Effective Escrow Date Deposit Release Date, in the condition as evidenced by the Pre-Effective Date Inspection and meet the Baseline Hull Condition, and, to the Knowledge of Seller Parties, there is no reason that the hulls of the Barges should not be able, as of the date of this Agreement, the Effective Escrow Deposit Date, and the Effective Escrow Deposit Release Date, to remain in the Baseline Hull Condition.

4.12 Certain Fees. No Seller Party has employed any broker, finder, investment banker, or other intermediary or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees, finders' fees or other similar fees in connection with this Agreement or the Acquisition.

4.13 Conduct in the Ordinary Course. Seller has not failed to pay any material obligation to any creditor or allowed any Permit or Environmental Permit relating to its business to lapse (other than in accordance with its terms) or to be terminated or failed to renew any insurance policy (other than to replace such policy with a new policy of the same coverage and quality), Permit (other than to replace such Permit with a new Permit) or Environmental Permit (other than to replace such permit with a new Permit) that is scheduled to terminate or expire within thirty (30) days of the Closing.

4.14 Insurance. All assets, properties and risks of Seller relating to the Acquired Assets or the Power Business are covered and insured by the policies set forth on Schedule 4.14, and all premiums with respect to those policies have been paid and are current.

4.15 Truth. No representation or warranty of any Seller Party in this Agreement, nor any written statement or certificate furnished or to be furnished to Buyer by a Seller Party pursuant to Section 2.6 of this Agreement or pursuant to any Seller Ancillary Document, contains or, in the case of such certificate, will contain any untrue statement of a material fact, or omits or, in the case of such certificate, will omit a material fact necessary to make the statements contained herein and therein not misleading. All data and documents contained in the electronic data provided to Buyer by Seller in connection with the Acquisition and which are listed in Schedule 4.15 hereto represent accurate and complete copies of all originals of such data and documents. Seller has delivered a copy of Sections 4.5 and 4.11 of this Agreement to those individuals listed on Schedule 1.1(c) under the heading: "Persons Reviewing Sections 4.5 and 4.11" and requested that each of them read those Sections and advise Seller in writing of any inaccuracies that they believed were contained in those Sections. Seller also delivered the final execution version of this Agreement to each of the other individuals listed on Schedule 1.1(c) prior to its execution and requested that each one of them read this Agreement and advise Seller in writing of any inaccuracies that they believed were contained herein.

4.16 Environmental and Other Permits and Licenses; Related Matters. Except as set forth in Schedule 4.16, (a) Seller is in material compliance with, and for the past three (3) years has been in material compliance with, all applicable Environmental Laws and all Environmental Permits. All past noncompliance with Environmental Laws or Environmental Permits has been resolved without any pending, ongoing or future obligation, cost or liability, and there is no requirement proposed for adoption or implementation under any Environmental Law or

Environmental Permit; and (b) there are no environmental claims pending or, to the Knowledge of Seller after due inquiry, threatened against Seller or the Generation Assets, and, to the Knowledge of Seller after due inquiry, there are no circumstances that can reasonably be expected to form the basis of any such environmental claim, including with respect to any off-site disposal location currently or formerly used by Seller or any of its predecessors or with respect to its or their previously owned or operated facilities. Notwithstanding anything in this Agreement to the contrary, no representation is made in Section 4.7 or this Section 4.16 with respect to compliance with noise standards or requirements. The matters listed on Schedule 4.16 are applicable only to the representations and warranties as at the date of the signing of this Agreement, the Effective Escrow Deposit Date, and as of the Effective Escrow Deposit Release Date; however, as of the Closing Date, such schedule does not apply and there are no exceptions.

4.17 Labor Matters and Employee Benefits. Seller is in compliance in all material respects with all labor, social security, construction fund related and employment related Laws related to the Acquired Assets and the Power Business. The names, positions, salaries, bonuses, benefits and years of longevity, respectively, of those people (the "DR Employees") employed by Seller in the Power Business, as listed in Schedule 4.17 as amended and restated at the Closing Date, are true and correct. There are no additional bonuses or other benefits payable to the DR Employees other than those listed on Schedule 4.17. The DR Employees are not unionized, and there is no collective bargaining agreement with the DR Employees. To the Knowledge of Seller, there is no union activity or threat of unionization for the DR Employees.

4.18 Absence of Certain Payment Obligations. As of the date of this Agreement, Seller owes no payment obligations to:
(i) the City Hall (Ayuntamiento de Santo Domingo) arising out of the General Electricity Law and attributable to the Barges and
(ii) the Fossil Fuels Department of the Ministry of Treasury (Departamento de Combustibles de la Secretaria de Estado de Hacienda) arising out of the Import and purchase of fuels and attributable to the Barges of the Power Business.

4.19 No Other Representations or Warranties. SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE AVAILABLE TO BUYER, FUTURE REVENUES, EXPENSES OR EXPENDITURES OR FUTURE RESULTS OF OPERATIONS. IN ADDITION, EXCEPT AS EXPRESSLY COVERED BY A REPRESENTATION AND WARRANTY CONTAINED IN THIS ARTICLE IV OR A SELLER ANCILLARY DOCUMENT OR A CERTIFICATE CONFIRMING THE ACCURACY THEREOF AT CLOSING, SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER WITH RESPECT TO ANY OTHER INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISERS WITH RESPECT TO SELLER, THE BARGES, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV OR A SELLER ANCILLARY DOCUMENT OR A CERTIFICATE CONFIRMING THE ACCURACY THEREOF AT CLOSING, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE ACQUIRED ASSETS, ITS LIABILITIES OR OPERATIONS. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT,

BUYER IS PURCHASING THE ACQUIRED ASSETS ON AN "AS-IS" BASIS SUBJECT TO SELLER'S OBLIGATIONS HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE ACQUIRED ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

Subject to the terms, conditions and limitations set forth in this Agreement, Buyer hereby represents and warrants, as of the date hereof, as of the Effective Escrow Deposit Date, and as of the Closing Date, to Seller Parties as follows:

5.1 Organization. Buyer is a corporation validly existing under the laws of Barbados and with a branch registered in the Dominican Republic.

5.2 Authorization. Buyer has the requisite power and authority to execute and deliver this Agreement and each Buyer Ancillary Document, and to perform its obligations hereunder and thereunder and to consummate the Acquisition. This Agreement has been, and Buyer Ancillary Documents shall be as of the Closing Date, duly authorized, executed and delivered by Buyer and do or shall, as the case may be, when duly executed by all parties and delivered by Buyer, constitute the valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

5.3 Consents and Approvals; No Violations. Neither the execution and delivery of this Agreement or the Buyer Ancillary Documents by Buyer nor the consummation of the Acquisition will
(a) conflict with or result in any breach of any provision of the charter documents of Buyer; (b) require any filing with, or the obtaining of any material permit, authorization, consent or approval of, any Governmental Entity; (c) to the Knowledge of Buyer, violate, conflict with or result in a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration under, any of the material terms, conditions or provisions of any agreement, lease or other contract, instrument or obligation to which Buyer is a party or by which Buyer or any of its assets may be bound; or
(d) to the Knowledge of Buyer, violate any Law, order, injunction or decree applicable to Buyer; excluding from the foregoing clauses (b), (c) and (d) such requirements, violations, conflicts, defaults or rights (i) which would not adversely affect the ability of Buyer to consummate the Acquisition or
(ii) which become applicable as a result of any acts or omissions by, or the status of or any facts pertaining to, Seller.

5.4 Litigation. There is no claim, action, suit, proceeding or governmental investigation pending or, to the Knowledge of Buyer, threatened against Buyer, by or before any Governmental Entity or by any third party which challenges the validity of this Agreement or which would be reasonably likely to adversely affect or restrict Buyer's ability to consummate the Acquisition.

5.5 Certain Fees. Buyer has not incurred any liability for any investment banking fees, financial advisory fees, brokerage fees, finders' fees, or other similar fees in connection with this Agreement or the Acquisition which would be payable by Seller.

5.6 Buyer Qualifications. Buyer is qualified to obtain all consents and approvals required hereunder and there are no conditions in existence, which could reasonably be expected to delay, impede or condition the receipt by Buyer of any of such consents or approvals.

5.7 Independent Review. Subject to Section 4.15, Buyer has conducted its own independent review and analysis of the Acquired Assets and the Assumed Liabilities, based on those statements made by, and those documents and records provided by, Seller and actual physical inspections conducted by Buyer, and acknowledges that Buyer has been provided access to the premises of Seller for this purpose.

ARTICLE VI
COVENANTS

6.1 Pre-Closing Covenants. The Parties hereby agree that, except as otherwise expressly provided herein, Seller will continue to have sole and exclusive possession of and right to use and operate the Acquired Assets for its own account, using good utility practice and in compliance with applicable Laws, until the Wind Down Date. Seller agrees that, during the period from the date of this Agreement to the Wind Down Date, except as
(a) contemplated by this Agreement or the Ancillary Documents,
(b) required by applicable Law or (c) otherwise consented to by Buyer (which consent shall not be in the case of clause (ii) or
(iii) below unreasonably withheld) in advance expressly in writing, Seller shall:

(i) not sell, encumber or dispose of any Acquired Asset;

(ii) pay any amounts that become due and owing by Seller to the tax authorities of the Dominican Republic in connection with the import and purchase of fuel;

(iii) not enter into new contracts, which would constitute Assumed Liabilities nor cancel, amend, modify, terminate, replace or waive or fail to enforce any right or default or settle any claim under any Contract or agree to do any of the foregoing; and

(iv) use Commercially Reasonable Efforts to ensure that, as of the Closing Date, the Acquired Assets will include the spare parts specified in Schedule 2.1(b) in the condition required by Section 3.1 .

6.2 Operation and Maintenance of Acquired Assets.

(a) Maintenance. During the period commencing on the date hereof and ending on the Wind Down Date, Seller shall operate, maintain and preserve, at its sole cost and expense, the Barges (including the hulls thereof) and the other Acquired Assets in accordance with Prudent Standards and Practices and Hull Maintenance, Seaworthy (in the case of the Barges), so that the Barges' hulls meet the Baseline Hull Condition and the Acquired Assets otherwise operate (through and until the Generation Assets cease to

operate) at the Baseline Performance Levels (provided, with respect to the Noise Emissions Baseline, Seller's obligations shall be limited as provided in Section 4.F.3 of Schedule 1.1(d)) (collectively, the "Required Operating Condition"). It is understood that the requirements of this
Section 6.2 shall be deemed to be satisfied if Seller has operated, maintained and preserved the Acquired Assets during the period commencing on the date hereof and ending on the Wind Down Date consistent with Prudent Standards and Practices and Hull Maintenance and so that the Barges' hulls meet the Baseline Hull Conditions and the Acquired Assets otherwise operate (through and until the Generation Assets cease to operate) at the Baseline Performance Levels. With respect to the hulls of the Barges, as of the date of this Agreement, Seller shall perform the Hull Maintenance in a prompt manner consistent with Prudent Standards and Practices. As promptly as reasonably possible following the date hereof, Seller shall cause the repairs referred to Schedule 4.5 to be completed. Seller will furnish Buyer with a maintenance report by the fifteenth (15th) day of each month until the Second Closing in the form set forth in Exhibit J.

(b) Decommission. From the Wind Down Date to the Closing Date, Seller shall safeguard and maintain the condition of the Acquired Assets as they are prepared for delivery to Buyer in a manner consistent with Protocol of Delivery and Acceptance.

(c) Expenses. All expenses in respect of the Acquired Assets prior to the Closing Date shall be for the sole account of Seller.

(d) Insured Events. If, prior to the Closing Date, the Acquired Assets are damaged or destroyed due to any event (the "Insured Event"), then, Seller shall promptly notify Buyer in a detailed writing thereof and within forty-five (45) days following the occurrence of the Insured Event, Seller shall obtain and deliver to Buyer a written estimate of the total costs and the repair time required to complete the actions necessary to replace, restore or repair the Acquired Assets to the Required Operating Condition.

6.3 Access to Information. Subject to the restrictions of any applicable Law between the date hereof and the Closing, Seller shall:

(a) give Buyer and its authorized representatives reasonable access to all books, records, offices and other facilities and properties of or relating to the Acquired Assets and the Assumed Liabilities (except for financial information (other than related to operating expenses) and except for employee records or records regarding Seller or its Affiliates not relevant to the Acquired Assets); and

(b) permit Buyer to make such inspections thereof as Buyer may reasonably request; provided, however, that any such investigation shall be conducted during normal business hours and in such a manner as to not interfere unreasonably with the business operations of Seller.

6.4 Consents.

(a) Joint Efforts. Each of Seller and Buyer shall cooperate and use its Commercially Reasonable Efforts to obtain all licenses, permits, consents, approvals,

authorizations, qualifications and orders of Governmental Entities and other third parties necessary to assign the Contracts and to consummate the Acquisition. In addition to the foregoing, Buyer agrees to provide such information relating to its financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought in connection with the Acquisition.

(b) Releases. After the Closing Date, Buyer and Seller shall use Commercially Reasonable Efforts (i) to promptly cause Seller or any Affiliate of Seller, as the case may be, to be released and discharged from any and all Assumed Liabilities and (ii) to promptly cause Buyer to be substituted in the place of Seller or any of the Affiliates of Seller, as the case may be, for all purposes under the Contracts.

6.5 Further Assurances. Each of Seller and Buyer shall cooperate, and use Commercially Reasonable Efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Acquisition.

6.6 Wind Down.

(a) Wind Down.

(i) Preparation for Delivery. After the date hereof, Buyer will deliver to Seller the Wind Down Notice. Notwithstanding anything herein to the contrary, however, it is understood that the Wind Down Date shall not be a date prior to October 1, 2010. On the Wind Down Date, Seller will stop operating the Acquired Assets and will proceed to prepare the Acquired Assets for delivery to Buyer in accordance with the Protocol of Delivery and Acceptance. Seller shall undertake all steps necessary to ensure that the Closing Date occurs during the Delivery Window. In all circumstances, the place of delivery for the Acquired Assets (the "Delivery Point") shall be at their current location in Santo Domingo, Dominican Republic.

(ii) Baseline Performance Levels. After the Buyer has delivered to the Seller the Wind Down Notice and (unless otherwise expressly directed by Buyer in the Wind Down Notice not to conduct such tests at all) on such dates as mutually selected by Buyer and Seller to permit the completion of the applicable tests as close to the Wind Down Date as reasonably practicable but not in any event more than sixty (60) days after the date of Seller's receipt of the Wind Down Notice (such sixty (60) day period being referred to herein as the "Final Testing Period"), Seller shall, in the presence of representatives of Buyer, test the Generation Assets in accordance with the Performance Tests to determine if the Barges are in the Required Operating Condition. The costs of the Performance Tests shall be borne as provided in Schedule 1.1(d).

(iii) Hull Inspection. After Buyer has delivered to the Seller the Wind Down Notice, Seller shall permit Buyer, on a mutually agreed Business Day, which is at least sixty
(60) days prior to the Wind Down Date, to inspect the Barges' hulls in accordance with the Hull Test Guidelines to determine if the Barges' still meet the Baseline Hull Condition. If a Barge does not meet the Baseline Hull Condition, then Seller shall

promptly repair the Barge(s) so that the hull(s) of the Barge(s) meet the Baseline Hull Condition by the last day of the Delivery Window or, if not so repaired, a Minor Delivery Failure shall be deemed to have occurred. Following the Closing with respect to a Barge(s), Buyer shall, at its election, be permitted to conduct, at its own expense, a dry dock inspection of the hull(s) of the Barge(s). To the extent that, within one hundred twenty (120) days following the Closing Date of a Barge(s) (subject to extension of such one hundred twenty (120) day period in cases of a Dry Dock Force Majeure Event for an additional period of up to sixty
(60) days), Buyer and Seller mutually determine in writing or an independent and reputable expert advises Buyer and Seller, in writing, that the hull(s) of the Barge(s) requires repairs in order for the hull(s) to meet the Baseline Hull Condition (such repairs to meet such Condition being hereinafter referred to as the "Required Repairs"), then Buyer shall be entitled to cause the Required Repairs to be made and Seller shall reimburse Buyer for such Repairs in an amount (the "Hull Net Repair Cost"), if any, equal to (A) the actual total cost of the Required Repairs for both Barges less (B) One Million Dollars (U.S. $1,000,000). Any amount payable to Buyer by Seller pursuant to this
Section 6.6 (a)(iii) shall be paid first from Escrow Account out of the Hull Escrow Amount, to the extent thereof, and, thereafter directly by Seller. Promptly following the payment of the Hull Net Repair Cost or the determination that no Hull Net Repair Cost will be payable hereunder by Seller, the balance of the Hull Escrow Amount shall be disbursed by the Escrow Agent to Seller.

(iv) Known Hull Repair Issues. Seller shall repair the Known Hull Repair Issues in a reasonable manner within one hundred eighty (180) days following the date hereof; provided, however, that, if the Known Hull Repair Issues have not been repaired at least sixty (60) days prior to the Wind Down Date, Buyer may notify the Seller in writing that Buyer wishes to address any or all of the Known Hull Repair Issues after the Closing, in which case the applicable amount set forth on Schedule 1.1(i) will be deducted from the Closing Date Payment; provided further, however, if the reasonable actual cost for the Known Hull Repair Issues exceed the estimated amount of the Known Hull Repair Issues listed in Schedule 1.1(i), Seller Parties shall promptly reimburse and pay the difference upon demand (including evidence thereof). The Parties agree that such amount may also be paid to Buyer from the Hull Escrow Amount. For purposes of clarity, it is understood that Seller's estimated cost for Known Hull Repair Issues addressed by Buyer after the Closing in accordance with this Section 6.6
(a)(iv) shall be deducted from the Closing Date Payment and then any incremental actual cost for such Known Hull Repair Issues shall be reimbursed to Buyer pursuant to this Section
6.6(a) (iv) and, as such, shall not be subject to the One Million Dollars (U.S. $1,000,000) deductible otherwise provided for in Section 6.6(a)(iii).

(v) Allocation. Notwithstanding anything in Section 6.6(a)(iii) or Section 6.6(a)(iv) to the contrary, it is understood that (a) to the extent Required Repairs or repairs for Known Hull Repair Issues are performed by Buyer after the Closing, (b) those repairs are made to correct any deteriorated shell plating on a Barge's hull where deterioration exceeds 30% of original manufactured thickness, and (c) Buyer elects to make repairs to the shell plating such that, following such repairs, the remaining deterioration to the repaired area is less than 30% of original manufactured thickness, then, for the purposes of
Section 6.6(a)(iii) or Section 6.6(a)(iv), the actual cost

of

making the Required Repairs or the repairs for Known Hull Repair Issues, as relates to such shell plating, shall be determined on a pro rata basis (thus, for example, if the relevant deterioration was 35% of original manufactured thickness pre-repair and there was no (0%) deterioration from original manufactured thickness post-repair, then one- seventh (1/7th) (5% divided by 35%) of the applicable repair costs would be deemed the cost of the applicable Required Repairs or repairs for Known Hull Repair Issues while the remaining six-sevenths (6/7ths) of the applicable repair costs would be disregarded for the purposes of Section 6.6(a)(iii) or Section 6.6(a)(iv), as applicable.

(b) Force Majeure. Notwithstanding the foregoing, in the event Seller cannot, due to a Force Majeure Event which occurs at any time following the date hereof, deliver all the Acquired Assets in the Required Operating Condition during the Delivery Window, without prejudice to Buyer's rights under Section 8.1 (e), then, so long as Seller shall continue to exercise its best efforts to deliver all the Acquired Assets in accordance with the terms of this Agreement as promptly as possible, the Delivery Window shall be extended for such reasonable time so as to permit Seller to comply with its obligations under this Agreement. Seller shall provide written notice to Buyer (the "Force Majeure Notice") promptly following Seller's Knowledge of the Force Majeure Event. The Force Majeure Notice shall set forth the nature and facts surrounding the Force Majeure Event and the actions Seller has taken or intends to take to resolve issues related to the delivery of the Acquired Assets that are attributable to such Force Majeure Event. Force Majeure Events shall not excuse a Party from delay or failure in performing its obligations:

(i) simply because performance has become more expensive;

(ii) if its failure to perform is due to the non- performing Party's intentional acts or omissions or its failure to exercise due diligence, oversight or planning (as defined in the definition of "Force Majeure Event" in
Section 1.1 ); or

(iii) to the extent that the Party asserting a Force Majeure Event fails to fulfill its obligations as soon as reasonably possible after such Force Majeure Event has been eliminated or has ceased to prevent the affected Party from fulfilling its obligations.

If a Force Majeure Event occurs at any time following the date hereof and, as a result thereof, it is reasonably likely that using Commercially Reasonable Efforts Seller will not be able to consummate the Closing on or before May 31, 2011 (a "Force Majeure Delivery Failure") with respect to one or both of the Barges, other than due to the failure to cure a Minor Delivery Failure as of May 31, 2011, then Buyer, at its election (exercised by giving written notice to Seller within thirty
(30) days following the occurrence of the Force Majeure Event), shall have the right (A) if the Force Majeure Delivery Failure is applicable to both Barges, to terminate this Agreement pursuant to Section 8.1 (e) (a "Force Majeure Termination") or (B) if the Delivery Failure is applicable to only one of the Barges, to exclude from the Acquisition the Barge so affected and any related Acquired Assets (a "Force Majeure Exclusion"). In the case where Buyer elects a Force Majeure Exclusion with respect to only one Barge and any related Acquired Assets, then (i) Seller shall, promptly thereafter, after receiving written notice of such election, pay to Buyer, by wire transfer of immediately available funds to a bank account (or accounts) as shall have been designated in writing by Buyer to Seller, an amount (in U.S. Dollars) equal to the

Partial Termination Payment, if any, (ii) the Escrow Agent shall disburse to Buyer, in accordance with the terms of the Escrow Agreement, the Partial Termination Escrow Payment and (iii) upon receipt of the Partial Termination Payment, if any, and the Partial Termination Escrow Payment, Buyer shall promptly thereafter release all liens under the Security Agreement with respect to the Barge and any related Acquired Assets which have been excluded from the Acquisition.

(c) Repair Notice. If, for any reason other than a Force Majeure Event, it can reasonably be expected that Seller will not be able to deliver all the Acquired Assets during the Delivery Window in the Required Operating Condition (a "Repair Condition"), then Seller shall promptly as practicably possible give Buyer written notice thereof (the "Repair Notice"), which notice shall set forth (i) a detailed listing of the Acquired Assets which cannot be delivered during the Delivery Window in the Required Operating Condition (the "Damaged Assets"); (ii) the actions (the "Repair Actions") necessary to replace, restore or repair the Damaged Assets to the Required Operating Condition; and (iii) an estimate of the total time (stated in days) (the "Projected Repair Time") and the estimated total costs (the "Repair Costs") necessary to complete the Repair Actions, which estimates shall be supported by reasonably detailed documentation, and, if requested in writing by Buyer, such estimates shall be reviewed by an independent expert who shall comment on such estimates after due consultation with the DR Employees (which expert shall be mutually agreed to in writing by Buyer and Seller and the costs of which expert shall be shared equally by Buyer and Seller). If an independent expert is engaged, Seller agrees to consider fully any and all recommendations made by such expert and, if appropriate based upon a good faith review of those recommendations, to revise the Repair Actions, Projected Repair Time or Repair Costs pursuant to this Section 6.6 (c) after due consultation with the independent expert (which estimates, as so revised, shall thereafter serve as the applicable estimates for Repair Actions, Projected Repair Time and Repair Costs for the purposes of this Agreement). Except as otherwise provided in Section 6.6 (d) or Section 6.6 (e), promptly following the occurrence of a Repair Condition, Seller shall use its best efforts, at its expense, to have all Repair Actions completed as soon as practicably possible.

(d) Minor Delivery Failure. Notwithstanding anything herein to the contrary, if the Repair Actions constitute a Minor Delivery Failure which have not been cured by the last day of the Delivery Window, then Buyer, at its election (exercised by giving written notice to Seller within thirty
(30) Business Days following Buyer's receipt of the Repair Notice), shall either elect (i) to delay the Closing Date (and to extend the Delivery Window) until such time as Seller can deliver all of the Acquired Assets in the Required Operating Condition (such option being hereinafter referred to as "Option A") or (ii) to establish a date for the Closing (and to extend the Delivery Window) to occur (which shall be a Business Day selected by Buyer which shall be no earlier than the seventy-fifth (75th) day after the Wind Down Date) and to close the Acquisition on the Closing Date, but, when the Closing is consummated pursuant to this
Section 6.6 (d)(ii), the Closing Date Payment shall be reduced (in accordance with Section 3.1 (c) (vii)) by the estimated Repair Costs which have not been paid by Seller subsequent to the date of the Repair Notice and prior to the Closing Date (in which case Buyer shall thereafter be responsible for the completion of any remaining Repair Actions and the payment of any remaining Repair Costs) (such option being hereinafter referred to as "Option B"). Notwithstanding

anything herein to the contrary, in a case where Buyer elects Option A pursuant to this Section 6.6 (d) and all of the Acquired Assets are not in the Required Operating Condition as of the end of the Repair Time, then Buyer, at its election (exercised by giving written notice to Seller within ten (10) Business Days following the end of the Repair Time), shall once again have the option to elect Option B (otherwise, Option A shall remain in effect).

(e) Major Delivery Failure. (i) Buyer Options. Notwithstanding anything herein (other than in Section 6.6
(e)(ii)) to the contrary, if the Repair Condition constitutes a Major Delivery Failure which Seller using Commercially Reasonable Efforts cannot be reasonably expected to rectify so that the Barges meet the Required Operating Condition by the last day of the Delivery Window, then Buyer, at its election (exercised by giving written notice to Seller within thirty (30) Business Days following Buyer's Knowledge of the Major Delivery Failure), shall either elect (A) to elect Option A, (B) to elect Option B or
(C) to establish a date for the Closing (and to extend the applicable Delivery Window) to occur (the "First Closing Date") (consistent with the time frame prescribed in Option
B), to close the Acquisition with respect to any Barge which does not have Damaged Assets situated thereon, in which case, the Closing Date Payment shall be reduced (in accordance with Section 3.1 (c)(vi)) by an amount (the "Seller Delivery Failure Amount") equal to the sum of (1) the Barge A Purchase Price or the Barge B Purchase Price, as applicable, if Buyer is not purchasing Barge A or Barge B on the First Closing Date plus (2) the respective amount of the Purchase Price otherwise allocable (in accordance with Schedule 3.3) to any other Generation Assets which are not being acquired on the First Closing Date (the "Remaining Assets") (such option being hereinafter referred to as "Option C").

(1) Notwithstanding anything herein to the contrary, in a case where Buyer elects Option A pursuant to this Section 6.6 (e)(i) and all of the Acquired Assets are not in the Required Operating Condition as of the end of the Repair Time, then Buyer, at its election (exercised by giving written notice to Seller within ten (10) Business Days following the end of the Repair Time), shall once again have the option to elect Option B or Option C.

(2) In the case where Buyer elects Option C, Buyer shall, as a part of that Option, also elect (in the same written notice in which Buyer elects Option C) either (x) to exclude from the Acquisition completely the Remaining Assets (such option, under Option C, being hereinafter referred to as "Option C-1") or (y) to defer the Acquisition of the Remaining Assets (and to extend the applicable Delivery Window) until the end of the Repair Time (such option, under Option C, being hereinafter referred to as "Option C-2"). Notwithstanding anything herein to the contrary, in the case where Buyer elects Option C-1, on the Closing Date as part of the Closing, (1) the Escrow Agent shall pay to Seller the Closing Date Payment and an amount equal to the Escrow Fraction times the Escrow Interest Amount shall also be paid to Seller; (2) remaining balance of the Escrow Deposit and the Escrow Interest Amount shall be paid to Buyer;

and (3) Buyer shall release all liens under the Security Agreement in connection with such Remaining Assets which are excluded from the Acquisition. In the case where Buyer elects Option C-2, then, at such time as Seller has completed the Repair Actions with respect to the Damaged Assets, Seller shall establish a date for the Closing to occur (the "Second Closing Date") (by at least ten (10) Business Days' prior written notice to Buyer) at which Buyer and Seller shall close the Acquisition of the Remaining Assets, and
(1) Buyer shall pay on the Second Closing Date (either directly or through the disbursement of the Escrow Deposit by the Escrow Agent) the balance of the Closing Date Payment which was not otherwise paid on the First Closing Date, and (2) the balance of the Escrow Interest Amount shall be disbursed to Seller in accordance with the terms of the Escrow Agreement. Notwithstanding anything herein to the contrary, in a case where Buyer elects Option C-2 pursuant to Section 6.6 (e)(i) and the Remaining Assets are not in the Required Operating Condition as of the end of the Repair Time, then Buyer, at its election (exercised by giving written notice to Seller within ten (10) Business Days following the end of the Repair Time), shall once again have the option to elect Option C-1.

(ii) Additional Option. Notwithstanding anything herein to the contrary, in case of a Major Delivery Failure and if the Seller has delivered the Repair Notice promptly as practicably possible and the Repair Costs with respect to a Barge exceed, in the case of Repair Costs with respect to Barge A, eighty-five percent (85%) of the Barge A Purchase Price, or, in the case of Repair Costs with respect to Barge B, eighty-five percent (85%) of the Barge B Purchase Price, and if Buyer decides not to elect Option C, within ten (10) Business Days of such decision not to elect Option C, Buyer shall give Seller written notification thereof and upon receipt of such notification Seller shall have the option to exclude from the Acquisition (such option being hereinafter referred to as "Option D") (A) any Barge for which the Repair Costs with respect thereto exceed eighty-five percent (85%) of its Purchase Price and (B) any related Acquired Assets. Seller shall (if it chooses to do so) exercise its rights under this Section 6.6 (e)(ii) by giving Buyer written notice thereof within thirty (30) Business Days following the date that the Repair Notice has been given to Buyer as required by the previous sentence and the Repair Cost has been determined within a reasonable period. In the case where Buyer decides not to elect Option C and Seller elects Option D with respect to both Barges, then Seller, Buyer and the Escrow Agent shall take the respective actions specified in Section 8.3(c) as if the Agreement had been terminated in accordance with Section 8.1
(c) hereof. In the case where Buyer decides not to elect Option C and Seller elects Option D with respect to only one Barge and related Acquired Assets, then (i) the Seller shall, within ten (10) Business Days after electing Option D, pay to Buyer, by wire transfer of immediately available funds to a bank account (or accounts) as shall have been designated in writing by Buyer to Seller, an amount (in U.S. Dollars) equal to the Partial Termination Payment, if any, (ii) the Escrow Agent shall disburse to Buyer, in accordance with the terms of the Escrow Agreement, the Partial Termination Escrow Payment and (iii) upon receipt of the Partial Termination Payment, if any, and the Partial Termination Escrow Payment, Buyer shall release all liens under the Security Agreement

with respect to the Barge and any related Acquired Assets which have been excluded from the Acquisition.

(f) Seller Late Decommission Obligations. If the Closing with respect to one or both of the Barges (the "Delinquent Barge(s)") has not occurred as a result of a Seller Delivery Failure or Seller's failure to perform the Performance Test during the Final Testing Period if directed to perform such in the Wind Down Notice in accordance with
Section 6.6 (a) (ii), as of the following dates, as applicable, (a) the last day of the Delivery Window with respect to the Delinquent Barge (as extended with respect to the Delinquent Barge by a Force Majeure Event, if applicable, pursuant to Section 6.6 (b)), or, in the case of a Minor Delivery Failure or a Major Delivery Failure, (x) if Buyer has elected Option A or Option C-2 with respect to the Delinquent Barge, the last day of the applicable Repair Time with respect to the Delinquent Barge (as extended with respect to the Delinquent Barge by a Force Majeure Event, if applicable, pursuant to Section 6.6 (b)), or (y) if Buyer has elected Option B or Option C with respect to the Delinquent Barge, the applicable Closing Date established by Buyer with respect to the Delinquent Barge pursuant to
Section 6.6 (d) or Section 6.6 (e), as applicable (such date as described in clause (a), (x), or (y), as applicable, being hereinafter referred to as the "Delinquent Date"), Seller Parties shall for the time period (the "Damage Period") commencing on the Delinquent Date and ending on the earliest of, as applicable, (i) the Closing Date for the Delinquent Barge, (ii) the date as of which Buyer elects to exclude the Delinquent Barge from the Acquisition, or (iii) the date which is two hundred seventy (270) days after the Delinquent Date, take the following actions:

(i) Seller shall furnish to Buyer Replacement Power at the Agreed kWh Rate as and when Buyer desires to consume such Replacement Power during each day of the Damage Period;

(ii) to the extent that Seller fails to provide Buyer the Replacement Power in accordance with Section 6.6 (f)(i), then Seller shall pay to Buyer weekly on an estimated basis (to be reconciled at the end of each month when actual costs are available and subject to a late fee of one (1) percent per month if not paid within five (5) days of the end of each month) the costs (the "Replacement Costs Amounts") Buyer incurs to obtain Replacement Power for use in the Dominican Republic because the Market Rates at any time and from time to time exceed the Agreed kWh Rate, as such costs for convenience are determined on a per diem basis for each day during the Damage Period when Seller fails to provide Buyer the Replacement Power in accordance with Section 6.6
(f)(i) (the total of the Replacement Costs Amount, if any, payable by Seller to Buyer hereunder is referred to as the "Seller Late Decommission Payment").

During the Damage Period, Buyer shall first to the extent in service utilize idle power capacity available from generation stations owned by the Buyer and/or its affiliates that are permanently located in the Dominican Republic and are not powered by diesel fuel. Buyer shall use Commercially Reasonable Efforts to procure Replacement Power from alternative sources at commercially reasonable rates based upon then prevailing market conditions (the "Market Rates") if Seller does not provide some or all of such. If, on any day (a "No Power Day") during the Damage Period, some or all Replacement Power is unavailable to Buyer despite Buyer's

using its Commercially Reasonable Efforts to obtain such Replacement Power, Seller shall pay Buyer consequential damages up to a maximum of Ninety Thousand Dollars (U.S. $90,000) per No Power Day for the first ninety (90) No Power Days during the Damage Period and up to a maximum of One Hundred Fifty Thousand Dollars (U.S. $150,000) per No Power Day for each additional No Power Day during the Damage Period after the first ninety (90) No Power Days. In all cases the foregoing amounts shall be pro rated by multiplying them by the Replacement Power not provided divided by the Replacement Power which was to be provided. Notwithstanding Seller's provision of Replacement Power or payment of Replacement Costs Amount above, to the extent Buyer has not elected to exclude the Delinquent Barge(s) from the Acquisition or to terminate this Agreement, Seller shall satisfy all its obligations hereunder so that the Closing with respect to the Delinquent Barge(s) may occur promptly, and Seller and Buyer agree time is of the essence. Notwithstanding anything to the contrary in this Agreement, if Seller Parties provide Replacement Power or pay Buyer the Seller Late Decommission Payment in accordance with this Section 6.6 (f), then, except as otherwise provided in Section 2.5 (b), Seller Parties shall not be responsible for any additional monetary damages due to Losses incurred by Buyer as a result of the failure of the Closing to occur with respect to the Delinquent Barge(s) on or prior to the Delinquent Date, but Seller shall continue to be responsible to perform its obligations under the previous sentence.

6.7 Shipping of Acquired Assets from Delivery Point. Seller shall, at its sole expense and cost, dismantle, decommission, pack and otherwise prepare the Acquired Assets for removal in shipping quality consistent with Protocol of Delivery and Acceptance. After the Closing Date, Buyer shall be responsible for the shipping, relocation and installation of the Barges and any other Acquired Assets from the Delivery Point to Buyer's power plant or any other location determined by Buyer. For a period not to exceed ninety (90) days after the Closing Date, at Buyer's request, Seller shall provide (to the extent Seller continues to employ skilled technical personnel), at no additional cost to Buyer, technical consultation (up to a total of 120 man/woman hours) with respect to the relocation, the infrastructure and installation of the Barges and other Acquired Assets as shall be reasonably requested in writing by Buyer.

6.8 Public Announcements. Except as hereafter agreed to in writing by the Parties, the Parties hereby agree that no disclosures with respect to this Agreement or the Acquisition shall be made prior to the Effective Date. Notwithstanding the foregoing, nothing shall prevent the Parties from announcing the fact that Buyer has contracted with Seller Parties for the purchase of the Acquired Assets in connection with the Mining Project. Notwithstanding the first sentence above, if, in the reasonable judgment of a Party, such Party is required by Law or by the rules of a national securities exchange, to issue any report, statement or press release or otherwise make any public statements with respect to this Agreement or the Acquisition which would otherwise violate the restrictions contained in the first sentence of this Section 6.8 , then such Party shall be permitted to make such disclosure following reasonable advance notice thereof to the other Parties.

6.9 Tax Matters. After the Closing Date (as applicable), Buyer and Seller shall use Commercially Reasonable Efforts and cooperate (without being required to make any payment or incur any economic burden) to provide the other with such assistance as may reasonably be requested by the other party in connection with the preparation of any Tax Return, any audit or

other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes.

6.10 Confidentiality. Each Party shall keep confidential and shall not disclose to any Person without prior written consent of the other Party (the "Provider") the existence or content of this Agreement, all information (irrespective of written, oral or any other form) received prior to, on or after the date hereof by such Party or its representatives and Affiliates (each, a "Recipient") from the Provider in connection with this Agreement, the Ancillary Documents or the Acquisition (the "Confidential Information"); provided, however, that the Recipient may disclose Confidential Information to its representatives, potential and actual investors, financers, insurers, contractors, suppliers, consultants and Affiliates involved in the Acquisition or the Mining Project; and provided further, however, subject to the requirements of Section 6.8 , Barrick or any Affiliate shall be permitted to announce the fact that it has contracted with Seller Parties to purchase the Acquired Assets in connection with its proposed mining operations. The Recipient shall be liable for any breach by its representatives and Affiliates of any of its confidentiality obligations contained herein. Notwithstanding the foregoing, in the event that the Recipient or any of its representatives or Affiliates is requested pursuant to, or required by, applicable Law or legal process (including rules of any national securities exchange) to disclose any Confidential Information, the Recipient shall notify the Provider promptly so that the Provider may seek a protective order or other appropriate remedy or, in the Provider's sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that the Provider waives compliance with the terms of this Agreement, the Recipient shall furnish only that portion of the Confidential Information that the Recipient is advised by counsel is required and will exercise all reasonable efforts as are practicable to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything to the contrary, however, any Party unconditionally shall be permitted to file with the U.S. Securities and Exchange Commission any information regarding this Agreement that it deems advisable in its sole discretion.

6.11 Solicitation by Buyer. Following delivery of the Wind Down Notice, Buyer may solicit the DR Employees for employment, provided, however, that (absent Seller's written consent, which shall not be withheld unreasonably) no DR Employees shall commence employment with the Buyer or its Affiliates until the later to occur of the Closing Date or the Second Closing Date (if applicable). Notwithstanding the foregoing, Buyer shall not be obligated to offer to employ any DR Employees or any other Person, and Seller Parties shall indemnify Buyer for any liability Buyer may incur as a result of Law of a Governmental Entity or labor organization, which requires otherwise. Seller and its Affiliates will provide reasonable assistance in the transition of those DR Employees that accept employment with Buyer pursuant to this Section 6.11 . Not later then ten
(10) days prior to the Closing Date, Buyer shall notify Seller in writing of the names of the DR Employees which Buyer will hire as of the Closing Date (the "Chosen DR Employees"). For the period (the "No Hire Period") commencing on the date hereof and continuing until the earlier of (a) the first anniversary of the termination of this Agreement pursuant to Section 8.1 (if this Agreement is terminated) or (b) the first anniversary of the Closing Date (or, if applicable, the Second Closing Date), except as otherwise permitted under the terms of this Section 6.11 with respect to DR Employees, Buyer shall not solicit for employment or otherwise hire any person who is (as of any point during the No Hire Period) listed as a restricted employee of Seller or its Affiliates on Schedule 6.11 ("Restricted

Employee"); provided, however, that the foregoing restriction shall not apply to the extent that such DR Employee (other than a Restricted Employee) has already solicited, responded to a search for employment for, or is already in discussions (directly, through a professional recruiter, online or otherwise) with, Buyer or its Affiliates as of the time of this Agreement; provided further that the foregoing restriction shall not be deemed to include general solicitations of employment (e.g., the use of general advertisements in the media (including trade media) or through the engagement of firms to conduct searches not specifically directed toward the DR Employees).

6.12 Insurance Coverage; Risk of Loss.

(a) Insurance Coverage. From the date of this Agreement through the Closing Date, Seller shall maintain or cause to be maintained, at Seller's expense, insurance coverage on the Acquired Assets in accordance with Schedule 4.14 hereto which may be improved by Buyer at its cost and expense and Seller will promptly use Commercially Reasonable Efforts to implement any such changes reasonably requested by Buyer in writing. Seller shall promptly provide proof of such insurance upon demand of Buyer. In addition, without otherwise limiting Seller's obligations under this Section
6.12 , Seller shall notify Buyer as promptly as practicably possible of changes in coverage under, the expiration of, or the termination of insurance coverage otherwise required hereunder and provide Buyer as soon as reasonably possible with proof of any insurance policies replacing policies that have expired or been terminated. Seller shall name Buyer as an additional insured with respect to liability insurance coverage listed in Schedule 4.14 (it being understood, however, that Seller shall, without the consent of Buyer, have the right to amend, modify or replace any insurance maintained by Seller so long as it complies with the requirements set out in Schedule 4.14 and Buyer is named as an additional insured with respect to third-party liability coverage). In addition, Buyer shall also have the right, but not the obligation, at its sole cost and expense, to procure insurance in its sole name with respect to the Acquired Assets. In case of Seller's failure to maintain such insurance, Buyer may procure such at Seller's expense and deduct such from the Purchase Price.

(b) Risk of Loss. Seller shall retain the risk of loss or damage by any circumstance to any Acquired Assets before the Closing.

6.13 Transfer Taxes; Expenses; VAT. Any sales taxes, recording fees or similar taxes (specifically excluding Income Taxes, capital gains taxes and other similar taxes of Seller) payable as a direct result of the transfer of the Acquired Assets (collectively, the "Transfer Taxes") will be paid by Buyer. The Parties will cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any Transfer Taxes and VAT (including any VAT exemption status with respect to the Assets). Seller shall present to the Buyer the invoice related to the sale of the Acquired Assets in compliance with applicable Laws and procedures established by local authorities and procedures established by local authorities so Buyer shall benefit from the VAT tax exemption.

6.14 Assistance in Collecting Certain Amounts. If, after the Closing Date, Seller or any Affiliate of Seller shall wish to make a claim or otherwise take action with respect to an

Excluded Asset or an Excluded Liability, Buyer shall at Seller's expense paid in advance and if reasonably necessary assist, cooperate and consult with Seller or such Affiliate of Seller with respect to such action and shall remit promptly to Seller or such Affiliate of Seller any payments or other sums received by Buyer that relate thereto. Seller and the Affiliate of Seller shall remit promptly to Buyer any payments or other sums received by Seller or any Affiliates of Seller after the Closing Date that relate to any Acquired Assets

6.15 Excluded Liabilities. Seller or Seller Parent shall pay and discharge the Excluded Liabilities as and when the same become due and payable.

6.16 Escrow. Buyer and Seller shall give joint express written instructions and notices in connection with the transactions contemplated in this Agreement to the Escrow Agent with respect to the Escrow Account and amounts held therein pursuant to this Agreement and the Escrow Agreement.

6.17 DR Employees Warranty. At the Closing Date, Seller shall deliver a revised Schedule 4.17 which shall amend and restate Schedule 4.17 as attached to this Agreement as of the date of execution hereof.

6.18 Permits. Immediately prior to the Effective Escrow Deposit Release Date, and again immediately prior to the Closing Date, Seller shall deliver a revised Schedule 2.1(g). Such Schedule shall include all permits required by applicable Law in connection with the operation and utilization of the Acquired Assets. Seller shall submit this Schedule to Buyer for Buyer's local counsel approval and review; upon such review and acceptance, it shall replace the existing schedule and become Schedule 2.1(g) as of the Closing Date for purposes of the Agreement.

6.19 Certifications. As promptly as reasonably possible following the Effective Date, Seller shall use its Commercially Reasonable Efforts to obtain and to deliver, or cause to be delivered, at its sole cost, the following:

(a) a written authorization (the "Decommission Certificate") from the Superintendence permitting Seller to dismantle the Barges and other Generation Assets and remove them from the grid at any time from and after October 1, 2010, if not so permitted at any time, which authorization does not contain any conditions that cannot reasonably be expected to be fulfilled by Seller at or prior to the Closing;

(b) an official certification from the Naval Ministry (Marina de Guerra) in the Dominican Republic confirming that the Barges are registered in the Dominican Republic;

(c) an official certification from the General Customs Directorate (Direccion General de Aduanas) in the Dominican Republic confirming that Seller has no pending Indebtedness before such institution; and

(d) a certification (the "Superintendence Certificate") from the Superintendence authorizing (i) the pledge of the Concession under the Contrato de Prenda de Concesion and the Security Agreement and (ii) the assignment of the Concession, on the Closing Date, under the Assignment and Assumption Agreement.

In addition, as promptly as reasonably possible following the receipt of the certificate referred to in Section 6.19 (d), Buyer and Seller agree to execute and deliver the following:

(e) Contrato de Prenda de la Concesion, in substantially the form attached hereto as Exhibit K; and

(f) Contrato de Prenda sin Desapoderamiento, in substantially the form attached hereto as Exhibit L.

ARTICLE VII
INDEMNIFICATION

7.1 Indemnification Obligations of Seller Parties. Seller Parties shall, jointly and severally, indemnify, hold harmless and defend the Buyer Indemnified Parties from, against and in respect of any actual out of pocket losses, claims, damages or expenses (including amounts paid in settlement and reasonable attorneys' fees and expenses), net of any insurance proceeds actually received in respect thereof (after taking into consideration any increase in insurance premium as a result of the insurance claim) (any of the foregoing, a "Loss") arising out of:

(a) any breach of any representation or warranty made by any of Seller Parties in Section 4.1 (Organization),
Section 4.2 (Authorization), Section 4.4 (Title), Section
4.5 (Absence of Material Adverse Effect), Section 4.6 (Litigation), Section 4.9 (Taxes) including any matters listed in Schedule 4.9, Section 4.12 (Certain Fees),
Section 4.16 (Environmental and Other Permits and Licenses),
Section 4.17 (Labor Matters and Employee Benefits) and
Section 4.18 (Absence of Certain Payment Obligations) (hereinafter collectively referred to as the "Seller Fundamental Representations") or any closing certificate confirming the accuracy thereof at Closing;

(b) any breach of any representation or warranty made by any of Seller Parties in Article IV of this Agreement which does not constitute a Seller Fundamental Representation or any closing certificate confirming the accuracy thereof at Closing;

(c) a Seller Delivery Failure;

(d) any breach of any covenant, agreement or undertaking made by Seller in this Agreement (other than as described in Section 7.1 (c)) or any closing certificate confirming the accuracy thereof at Closing; and

(e) any Excluded Liability.

7.2 Indemnification Obligations of Buyer. Buyer shall, indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all Losses arising out of:

(a) any breach of any representation or warranty made by Buyer in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.4 (Litigation) or Section 5.5 (Certain Fees) (hereinafter collectively referred to as the "Buyer Fundamental Representations");

(b) any breach of any representation or warranty made by any of Buyer in Article V of this Agreement (other than the Buyer Fundamental Representations) or any closing certificate confirming the accuracy thereof at Closing;

(c) any breach of any covenant, agreement or undertaking made by Buyer in this Agreement or any closing certificate confirming the accuracy thereof at Closing; or

(d) any Assumed Liability.

7.3 Survival. (a) The representations and warranties given or made by any Party herein shall survive the Closing for a period ending on the first anniversary of the Closing Date (or, if there is a Second Closing Date pursuant to Section 6.6, on the first anniversary of the Second Closing Date); except that (i) the Buyer Fundamental Representations and the Seller Fundamental Representations shall survive the Closing indefinitely or until the date thirty (30) days following the expiration of any applicable statutes of limitations if one exists, and (ii) any representation or warranty as to which a claim (including a contingent claim) shall have been asserted during the applicable survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled.

(b) The covenants and agreements of the Parties contained in this Agreement, including those set forth in Article VI, shall survive the Closing in accordance with their terms.

7.4 Indemnification Procedure.

(a) Procedures for Third-Party Claims. Promptly after receipt by an Indemnified Party of notice by a third party of a threatened or filed complaint or the threatened or actual commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party is covered hereunder, such Indemnified Party shall provide written notification to Buyer, on the one hand, or Seller Parties, on the other hand, whoever is the appropriate indemnifying Party hereunder (the "Indemnifying Party"), but in any event within five (5) days after the Indemnified Party's knowledge of threatening or filing of such complaint or knowledge of the threatened or actual commencement of such audits, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within thirty (30) days thereafter, to assume the defense of such complaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the Indemnifying Party declines or fails to assume and continue to diligently prosecute the defense of the audit, investigation, action or proceeding (with respect to which the Indemnified Party is covered hereunder) on the terms provided above within such thirty (30) day period, however, the Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and, the

Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use Commercially Reasonable Efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party.

(b) Procedures for Direct Claims. If an Indemnified Party claims a right to payment pursuant to this Agreement not involving a third party claim covered by Section 7.4 (a) hereof, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. If the Indemnifying Party has timely disputed its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by arbitration in accordance with this Agreement.

7.5 Seller Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller Parties' obligation to indemnify, defend and hold Buyer Indemnified Parties harmless shall be limited as follows:

(a) no amounts of indemnity shall be payable pursuant to Section 7.1 (b) unless the amount of Loss in connection with Section 7.1 (b) suffered by Buyer Indemnified Party related to each individual claim exceeds Fifty Thousand Dollars (U.S. $50,000), and then, subject to the other limitations of this Agreement, to the full extent of such claim;

(b) no amounts of indemnity shall be payable pursuant to Section 7.1 (b) unless and until Buyer Indemnified Parties shall have suffered Losses in excess of Seven Hundred Fifty Thousand Dollars (U.S. $750,000) in the aggregate, in which case Buyer Indemnified Parties shall be entitled to recover only such Losses in excess of Three Hundred Seventy Five Dollars (U.S. $375,000);

(c) Seller's obligations to Buyer as result of Seller Delivery Failure shall be determined solely in accordance with Section 2.5 (b) and Section 6.6 (f) and there shall be no liability therefor except as set forth in Section 2.5 (b) and Section 6.6 (f);

(d) in no event shall the aggregate amount of indemnity required to be paid by Seller Parties to all Buyer Indemnified Parties pursuant to Section 7.1 (b), Section 7.1

(and Seller's related obligations under Section 2.5 (b) and
Section 6.6 (f)) and Section 7.1 (d) exceed a total of Fifteen Million Dollars (U.S. $15,000,000);

(e) in no event shall the aggregate amount of indemnity required to be paid by Seller Parties to all Buyer Indemnified Parties pursuant to Section 7.1 (a), Section 7.1
(b), Section 7.1 (c) (and Seller's related obligations under
Section 2.5 (b) and Section 6.6 (f)) and Section 7.1 (d) exceed an amount equal to the greater of (i) the Base Purchase Price and (ii) the Total Purchase Price;

(f) Seller's obligations under Section 7.1 (a) or
Section 7.1 (b) with respect to a breach of any representation or warranty made by any of Seller Parties in
Section 4.7 (as it relates to Environmental Laws and Environmental Permits), Section 4.10 (as it relates to Environmental Laws and Environmental Permits) or Section 4.16 shall be limited to Losses constituting fines, penalties or liability claims that are payable to Governmental Entities or other third parties;

(g) for purposes of computing the aggregate amount of claims against Seller Parties, the amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller Parties pursuant to
Section 7.1 (b) shall be limited to, the amount of Losses in connection with Section 7.1 (b) that remain after deducting therefrom (i) any third party insurance proceeds actually received (less any future increase in insurance premiums payable by Buyer Indemnified Parties as a result of such insurance payment), and any indemnity, contributions or other similar payment payable by any third party actually received with respect thereto, and (ii) to the extent Buyer has used such Losses for Tax purposes, any net Tax benefit recognized (by reason of a Tax deduction, basis reduction, shifting of income, credit and/or deductions or otherwise) by a Buyer Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification;

(h) the amount of indemnity payable pursuant to
Section 7.1 (b) with respect to any Loss shall be reduced to the extent appropriate to reflect the relative contribution to such Loss, if any, caused by actions taken by Buyer or any Affiliate of Buyer after the Closing;

(i) in any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which Seller Parties has indemnified the Buyer Indemnified Party pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller Parties the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by Seller Parties to or on behalf of Buyer Indemnified Party in respect of such matter and
(ii) any amount expended by Seller in pursuing or defending any claim arising out of such matter; and

(j) in any claim for indemnification under this Agreement, Seller Parties shall not be required to indemnify any Buyer Indemnified Party for its special, exemplary or consequential damages, including loss of profit or revenue, any multiple of reduced cash flow, interference with operations, or loss of tenants, lenders, investors or buyers.

Any indemnity payment under this Agreement by Seller shall be treated as an adjustment to the Purchase Price for all Tax purposes.

7.6 Buyer Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Buyer obligation to indemnify, defend and hold Seller Indemnified Parties harmless shall be limited as follows:

(a) no amounts of indemnity shall be payable pursuant to Section 7.2 (b) unless the amount of Loss in connection with Section 7.2 (b) suffered by Seller Indemnified Party related to each individual claim exceeds Fifty Thousand Dollars (U.S. $50,000), and then, subject to the other limitations of this Agreement, to the full extent of such claim;

(b) no amounts of indemnity shall be payable pursuant to Section 7.2 (b) unless and until, Seller Indemnified Parties shall have suffered Losses in excess of Seven Hundred Fifty Thousand Dollars (U.S. $750,000) in the aggregate, in which case Seller Indemnified Parties shall be entitled to recover only such Losses in excess of Three Hundred Seventy Five Thousand Dollars (U.S. $375,000);

(c) Buyer's obligation to Seller as a result of an early decommission shall be calculated solely in accordance with the definition of the Early Decommission Payment;

(d) in no event shall the aggregate amount of indemnity required to be paid by Buyer to all Seller Indemnified Parties pursuant to Section 7.2 (b) and Section
7.2 (c) exceed a total of Fifteen Million Dollars (U.S. $15,000,000);

(e) in no event shall the aggregate amount of indemnity required to be paid by the Buyer to all Seller Indemnified Parties pursuant to Section 7.2 (a), Section 7.2
(b), and Section7.2 (c) exceed the greater of (i) the Base Purchase Price and (ii) the Total Purchase Price;

(f) for purposes of computing the aggregate amount of claims against the Buyer, the amount of each claim by a Seller Indemnified Party shall be deemed to be an amount equal to, and any payments by Buyer pursuant to Section 7.2
(b) shall be limited to, the amount of Losses in connection with Section 7.2 (b) that remain after deducting therefrom
(i) any third party insurance proceeds actually received (less any future increase in insurance premiums payable by Seller Indemnified Parties as a result of such insurance payment), and any indemnity, contributions or other similar payment payable by any third party actually received with respect thereto and (ii) to the extent such Seller Party has used such Losses for Tax purposes, any net Tax benefit recognized (by reason of a Tax deduction, basis reduction, shifting of income, credit and/or deductions or otherwise) by a Seller Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification;

(g) the amount of indemnity payable pursuant to
Section 7.2 (b) with respect to any Loss shall be reduced to the extent appropriate to reflect the relative contribution to such Loss, if any, caused by actions taken by such Seller Party or any Affiliate after the Closing;

(h) in any case where a Seller Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which Buyer has indemnified Seller Indemnified Party pursuant to this Agreement, such Seller Indemnified Party shall promptly pay over to Buyer the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by Buyer to or on behalf of Seller Indemnified Party in respect of such matter and (ii) any amount expended by Seller in pursuing or defending any claim arising out of such matter; and

(i) in any claim for indemnification under this Agreement, Buyer shall not be required to indemnify any Seller Indemnified Party for its special, exemplary or consequential damages, including loss of profit or revenue, any multiple of reduced cash flow, interference with operations, of loss of tenants, lenders, investors or buyers.

7.7 Reasonable Steps to Mitigate. The Indemnified Party will take all Commercially Reasonable Efforts at the Indemnifying Party's cost (paid to the Indemnified Party in advance) to mitigate all Losses, including availing itself of any defenses, limitations, rights of contribution, claims against third Persons and other rights at Law or equity, and will provide such evidence and documentation of the nature and extent of the Loss as may be reasonably requested by the Indemnifying Party.

7.8 Exclusive Remedies. The provisions of this Agreement and the Security Agreement which expressly set forth the rights and remedies shall be deemed exclusive and there shall be no other remedy or relief whatsoever available in lieu thereof with respect to such matters; provided, however, that nothing herein shall limit in any way such Party's remedies in respect of
(i) the right to obtain specific performance of the terms of this Agreement or the Security Agreement or (ii) fraud by another Party arising in connection with this Agreement.

7.9 Force Majeure Losses. Notwithstanding anything in this Agreement to the contrary, no Party shall be responsible for any other Party's Losses to the extent any such Loss resulted from a Force Majeure Event.

ARTICLE VIII
TERMINATION

8.1 Termination. This Agreement may be terminated at any time at or prior to the Closing:

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

(b) by Seller or Buyer upon the delivery of a Baseline Termination Notice in accordance with Section 2.12 ;

(c) by written notice from Buyer to Seller at any time during the month of June 2009 upon the occurrence of a Registration Termination Event;

(d) by written notice from Buyer to Seller or from Seller to Buyer (i) upon the occurrence of an Early Termination Event or (ii) upon the occurrence of a Decommission Non-Authorization Event;

(e) by written notice from Buyer to Seller (i) if a Major Delivery Failure has occurred with respect to either of the Barges which has not been cured as of the last day of the Delivery Window, (ii) pursuant to Section 6.6 (b) as a Force Majeure Termination, or (iii) if Seller has received the Wind Down Notice from Buyer and if the Closing has not occurred, for any reason other than delay or nonperformance by Buyer of its obligations under this Agreement, with respect to the Barges, on or before May 31, 2011;

(f) by written notice from Seller to Buyer once all Seller's delivery obligations hereunder are tendered and Buyer fails to authorize the Escrow Agent to release the Escrow Deposit and pay the balance of the Closing Date Payment in accordance with Section 3.2 , and Buyer fails to cure such default within ten (10) Business Days after receipt of written notice of such failure from Seller; and

(g) in the event that, at any time during this Agreement, it is reasonably expected that a Special Force Majeure Event (i) will last longer than one hundred twenty
(120) calendar days from date as of which Buyer gives the written notice to Seller of the Special Force Majeure Event by Buyer and (ii) will materially and adversely affect the performance by Seller of its obligations (other than payment obligations) under or pursuant to this Agreement, Buyer has the sole option to terminate the Agreement after giving written notice to Seller that it intends to obtain alternative generation assets for the Mining Project. The definition of Special Force Majeure Event, for purposes of this Section 8.1 (g), means (i) sabotage, war, blockades, insurrections, and acts of terrorism, which are reasonably predicted by an independent expert to last longer than a period of one hundred twenty (120) days, (ii) the continuation for a period lasting longer than one hundred twenty (120) days of naturally occurring phenomena to the extent occurring in the Dominican Republic of acts of God, including storms, floods, hurricanes, tornadoes, earthquakes, tsunami, volcanic eruption, landslide, famine, plague or epidemic, and (iii) any laws, orders, rules, regulations, acts or restraints of any Governmental Entity or authority (civil or military), which are reasonably expected to last longer than a period of one hundred twenty (120) days after the Parties have jointly used Commercially Reasonable Efforts to cause such action by such Governmental Authority to cure the Special Force Majeure Event (to the extent that such has not been provoked, caused or created by an act or omission of Buyer or Seller, or their respective Affiliates, contractors, subcontractors, agents, employees, officers or directors).

8.2 Procedure and Effect of Termination. In the event of the termination of this Agreement, each Party shall redeliver all documents and other materials of the other Parties relating to the transaction contemplated hereby, whether so obtained before or after the execution hereof, to the Party furnishing the same, and there shall be no liability or obligation hereunder on the part of any of the Parties or any of their respective Affiliates, except that the obligations provided for in this Section 8.2 and in Section 8.3 and in Sections 6.8 , Section 6.10 and
Section 9.1 hereof shall survive any such termination.

8.3 Termination Fees.

(a) If this Agreement is terminated in writing by the Parties pursuant to Section 8.1 (a) hereof, the Parties shall take such steps as shall be specified in such mutual agreement.

(b) If this Agreement is terminated by Buyer or Seller pursuant to Section 8.1 (b), then no Party shall have any further rights or obligations hereunder.

(c) If this Agreement is terminated by Buyer pursuant to Section 8.1 (c) or Section 8.1(g) or by Buyer or Seller pursuant to Section 8.1 (d), then (i) Seller shall promptly pay to Buyer, by wire transfer of immediately available funds to a bank account (or accounts) as shall have been designated in writing by Buyer to Seller, an amount (in U.S. Dollars) equal to the sum of (A) the Effective Escrow Deposit plus (B) the Seller Interest Payment plus (C) if applicable and not previously paid by Seller to the Escrow Agent, the Escrow Shortfall and (ii) Buyer and Seller shall instruct the Escrow Agent to disburse to Buyer, in accordance with the terms of the Escrow Agreement the following: the Effective Escrow Deposit, the Escrow Deposit and the Escrow Interest Amount; Buyer shall upon receipt of the above amount, at the cost of Buyer, release all liens on the Acquired Assets pursuant to the Security Agreement. In this regard, Seller agrees that the amounts payable to Buyer pursuant to this Section 8.3 (c) are fair and reasonable, are not penalties and are intended to compensate the losses expected to be incurred by Buyer as a result of the termination of this Agreement pursuant to Section 8.1 (c),
Section 8.1 (d) or Section 8.1 (g), and Buyer and Seller Parties hereby accept and agree to the foregoing damage calculation.

(d) If this Agreement is terminated by Buyer pursuant to Section 8.1 (e), then (i) Seller shall promptly pay to Buyer, by wire transfer of immediately available funds to a bank account (or accounts) as shall have been designated in writing by Buyer to Seller, an amount (in U.S. Dollars) equal to the sum of (A) the Effective Escrow Deposit plus (B) the Seller Interest Payment plus (C) if due, the Seller Late Decommission Payment plus (D) if applicable and not previously paid by Seller to the Escrow Agent, the Escrow Shortfall and (ii) Buyer and Seller shall instruct the Escrow Agent to disburse to Buyer, in accordance with the terms of the Escrow Agreement, the Escrow Deposit and the Escrow Interest Amount, and Buyer shall upon receipt of the above amount, at the cost of Seller, release all liens on the Acquired Assets pursuant to the Security Agreement. In this regard, Seller agrees that the amounts payable to Buyer pursuant to this Section 8.3 (d) are fair and reasonable, are not penalties and are intended to compensate the losses expected to be incurred by Buyer as a result of the termination of this Agreement pursuant to Section 8.1 (e), and Buyer and Seller Parties hereby accept and agree to the foregoing damage calculation.

(e) If this Agreement is terminated by Seller pursuant to Section 8.1 (f), then (i) Seller shall be entitled (A) to retain the Effective Escrow Deposit and (B) if applicable, to be paid the Early Decommission Payment by Buyer and (ii) if applicable and not previously paid by Seller to the Escrow Agent, Seller shall pay to the Escrow Agent the Escrow Shortfall. Upon termination of this Agreement pursuant to Section 8.1

(f), Buyer shall, at Buyer's expense, release all liens on the Acquired Assets pursuant to the Security Agreement and the Escrow Agent shall release the Escrow Deposit and the Escrow Interest Amount to Buyer. In this regard, Buyer agrees that the amounts payable to Seller pursuant to this
Section 8.3 (e) are fair and reasonable, are not penalties and reflect the parties' assessment and estimate of the damages and losses reasonably payable to Seller as a result of the termination of this Agreement pursuant to
Section 8.1 (f), and Buyer and Seller Parties hereby accept and agree to the foregoing amounts as liquidated damages.

(f) Notwithstanding anything herein to the contrary, it is understood that Seller's obligation to pay to Buyer, pursuant to this Section 8.3 , an amount equal to the Effective Escrow Deposit or the Seller Interest Payment shall be applicable only if the Effective Escrow Deposit is paid to Seller in accordance with Section 2.11 , and, similarly, Buyer's and Seller's obligation to instruct the Escrow Agent to disburse to Buyer the Effective Escrow Deposit, the Escrow Deposit and the Escrow Interest Amount shall be applicable only if Buyer has deposited the Effective Escrow Deposit or the Escrow Deposit, as applicable, with the Escrow Agent pursuant to Section 3.1.

(g) Notwithstanding anything herein to the contrary, it is understood that Buyer or Seller, as applicable, may elect to forgo the right to terminate this Agreement pursuant to Section 8.1 .

8.4 No Duplicate Payments. Notwithstanding anything in this Agreement to the contrary, it is understood that no Party shall be required to make (or be charged with) any duplicate payment under this Agreement, the Escrow Agreement or the Security Agreement. Thus, for example, Seller Parties shall not be required to make a Seller Late Decommission Payment to Buyer under Section 2.5 (b) and also separately to have the Closing Date Payment reduced by the Seller Late Decommission Payment pursuant to Section 3.1 (c)(v). Similarly, for example, Buyer shall not be required both to pay Seller the Early Decommission Payment pursuant to Section 8.3(e)(i) and also separately to have the Closing Date Payment increased by the Early Decommission Payment pursuant to Section 3.1 (c)(iv).

ARTICLE IX
MISCELLANEOUS

9.1 Fees and Expenses. Whether or not the Acquisition is consummated pursuant hereto, each of Seller Parties and Buyer shall pay all fees and expenses incurred by, or on behalf of, Seller Parties or Buyer, respectively, in connection with, or in anticipation of, this Agreement and the consummation of the Acquisition.

9.2 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be given by any of the following methods: (a) personal delivery; (b) U.S. registered or U.S. certified mail, postage prepaid, return receipt requested;
(c) by a nationally recognized overnight courier service); or
(d) by facsimile transmission. Notices shall be sent to the appropriate Party at its address given below (or at such other address for such Party as shall be specified by notice given hereunder:

If to Buyer, to:

Pueblo Viejo Dominicana Corporation
P.O. Box 1395

First Floor, Enfield House Upper Collymore Rock
St. Michael, Barbados
Attention: Chairman
Telephone: +1-246-430-8875 Facsimile: +1-246-437-8860

with a copy to:

Barrick Gold Corporation
3700 - 161 Bay Street
P.O. Box 212
Toronto, Ontario
Canada M5J 2S1
Attention: General Counsel Telephone: +1-416-861-9911 Facsimile: +1-416-861-9717

Pellerano & Herrera
Av. John F. Kennedy No. 10 Santo Domingo, Dominican Republic Attention: Mariangela Pellerano Hazoury Phone: +1-809-541-5200
Facsimile: +1-809-567-0773

If to Seller, to:

Transcontinental Capital Corporation (Bermuda) Ltd.

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

United States of America
Attention: David Becker, General Counsel Telephone: +1-913-676-8925 Facsimile: +1-913-676-8978

with a copy to:

Transcontinental Capital Corporation (Bermuda) Ltd.

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

United States of America
Attention: David Becker, General Counsel Telephone: +1-913-676-8925 Facsimile: +1-913-676-8978

King & Spalding LLP
1180 Peachtree Street, N.E.

Atlanta, Georgia 30309

United States of America
Attention: Russell Richards, Esq.

Telephone: +1-404-572-4695

Facsimile: +1-404-572-5132

If to Seller Parent, to:

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

United States of America
Attention: Robert Steer, Executive Vice President and Chief Financial Officer Telephone: +1-913-676-8833 Facsimile: +1-913-676-8976

with a copy to:

Seaboard Corporation
9000 West 67th Street
Shawnee Mission, Kansas 66202 United States of America
Attention: David Becker, General Counsel Telephone: +1-913-676-8925 Facsimile: +1-913-676-8978

Each such notice or communication shall be effective when delivered at the address specified in this Section 9.2 (or in accordance with the latest unrevoked direction from such Party); provided, however, with respect to notice via facsimile transmission, notice or communication shall be effective when the sending Party has received a report of successful transmission. In the event of facsimile transmission, the sending Party shall promptly thereafter send a copy thereof via methods (a), (b) or
(c) for good order.

9.3 Severability. If any term or other provision of this Agreement or any Ancillary Document is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement or the applicable Ancillary Document shall nevertheless remain in full force and effect so long as the economic or legal substance of the Acquisition is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement or the applicable Ancillary Document so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Acquisition be consummated as originally contemplated to the fullest extent possible.

9.4 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of Law, by any Party without the prior written consent of any other Party; provided, however, that Buyer may assign this Agreement to any Financing Party in connection with the financing of the Pueblo Viejo mining and processing project in the Dominican Republic (the "Mining Project"), but, in such case, Buyer shall continue to be bound by the terms hereof.

9.5 No Third-Party Beneficiaries. This Agreement is exclusively for the benefit of Seller Parties, and their respective successors and permitted assigns, with respect to the obligations of Buyer under this Agreement, and for the benefit of Buyer, and its respective successors and permitted assigns, with respect to the obligations of Seller Parties under this Agreement, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action or other right.

9.6 Entire Agreement. This Agreement (including the Schedules and Exhibits attached hereto) and the Ancillary Documents constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement.

9.7 Governing Law and Choice of Forum.

(a) Subject to the provisions of Section 9.10 , this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) Subject to the terms of Section 9.7 (c), actions arising out of or relating to this Agreement (except with respect to the Security Agreement, documents, certificates or instruments filed outside the United States of America in connection therewith) shall be heard and determined in any New York federal court sitting in the Borough of Manhattan of The City of New York (except with respect to the Security Agreement, documents, certificates or instruments filed outside the United States of America in connection therewith); provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York.

Consistent with the preceding sentence, the Parties hereby
(i) submit to the jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above- named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above- named courts.

(c) Notwithstanding the provisions of Section 9.7 (b), Buyer or Seller may initiate proceedings seeking specific performance pursuant to Section 9.10 of this Agreement against the other Parties (i) in any federal court sitting in the Borough of Manhattan of the City of New York; provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York, or (ii) in the country of, and under the laws of, (A) the Dominican Republic or (B) any such jurisdiction where the Barges are to be found.

9.8 Waiver of Jury Trial. Each of the Parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each of the Parties hereby (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 9.8.

9.9 Process Agents. Seller Parties hereby irrevocably designate and appoint Corporation Service Company as their authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Agreement or any Ancillary Documents. Buyer hereby irrevocably designates and appoints National Corporate Research, Ltd. as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Agreement or any Ancillary Documents.

9.10 Specific Performance. The Parties acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy and accordingly the Parties agree that, in addition to any other remedies, each Party shall be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy or the defense thereof by a Party claiming that there is an adequate remedy at law.

9.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (including by facsimile) to the other Party.

9.12 Amendment; Modification. This Agreement may only be amended, modified or supplemented by express written agreement of the Parties.

9.13 Disclosure Schedules. In no event shall the listing of such agreements or other matters in the Schedules be deemed or interpreted to broaden or otherwise amplify Seller Parties' representations and warranties, covenants or agreements contained in this Agreement or in any Ancillary Document, and nothing in the Schedules shall influence the construction or interpretation of any of the representations and warranties contained in this Agreement or in any Ancillary Document. The headings contained in the Schedules are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in the Schedules or this Agreement. Furthermore, the disclosure of a particular item of information in the Schedules shall not be taken as an admission by Seller Parties that such disclosure is required to be made under the terms of any of such representations and warranties. Disclosure of any fact or item in any Schedule hereto referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section in this Agreement if such disclosure would permit a reasonable person to find such disclosure relevant to such other Sections. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any Schedules hereto is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.

9.14 Waiver. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

[SIGNATURES FOLLOW ON NEXT PAGE.]

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

SELLER:

TRANSCONTINENTAL CAPITAL
CORPORATION (BERMUDA) LTD.

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

SELLER PARENT:

SEABOARD CORPORATION

By:  /s/ Robert L. Steer
     Name:   Robert L. Steer
     Title:  Senior Vice President and
             Chief Financial Officer

BUYER:

PUEBLO VIEJO DOMINICANA
CORPORATION

By:  /s/ Gregory A. Lang
     Name:  Gregory A. Lang
     Title: Director


By:  /s/ Rich Haddock
     Name:  Rich Haddock
     Title: Director

EXHIBITS AND SCHEDULES TO
ASSET PURCHASE AGREEMENT
DATED SEPTEMBER 23, 2008
AMONG TRANSCONTINENTAL CAPITAL
CORPORATION (BERMUDA) LTD.,
SEABOARD CORPORATION AND
PUEBLO VIEJO DOMINICANA CORPORATION

Following is a list of the Exhibits and Schedules to the Asset Purchase Agreement dated September 23, 2008, among Transcontinental Capital Corporation (Bermuda) Ltd., a Bermuda company limited by shares ("Seller"), Seaboard Corporation, a Delaware corporation ("Seller Parent"), and Pueblo Viejo Dominicana Corporation, a Barbados corporation registered as a branch in the Dominican Republic ("Buyer"), which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Exhibits and Schedules, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act.

Schedules

Schedule 1.1(a)     Hull Test Guidelines for Minimum Hull Standards
Schedule 1.1(b)     Knowledge of Buyer
Schedule 1.1(c)     Knowledge of Seller
Schedule 1.1(d)     Performance Test Guidelines for Baseline Performance Levels
Schedule 1.1(e)     Permitted Liens
Schedule 1.1(f)     Prudent Standards and Practices
Schedule 1.1(g)     Hull Maintenance
Schedule 1.1(h)     Effective Date Certificate

Schedule 1.1(i)     Known Hull Repair Issues On or Before Presigning Inspection
Schedule 2.1(a)     Generation Assets
Schedule 2.1(b)     Spare Parts Expected to be on Hand at Closing
Schedule 2.1(c)     Tangible Personal Property
Schedule 2.1(d)     Contracts
Schedule 2.1(g)     Permits
Schedule 2.2(g)     Events or Occurrences for Claims
Schedule 3.2        Inventory Schedule
Schedule 3.3        Allocation of Purchase Price
Schedule 4.5        Certain Exceptions
Schedule 4.6        Litigation
Schedule 4.8        Contingencies with Respect to Contracts
Schedule 4.9        Taxes
Schedule 4.10       Permit Exceptions
Schedule 4.14       Insurance
Schedule 4.15       Data and Documents
Schedule 4.16       Environmental Matters
Schedule 4.17       Schedule of Employees and Benefits
Schedule 6.11       Restricted Employees

AMENDMENT

TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT (this "Amendment"), dated March 2 , 2009, is made and entered into by and among TRANSCONTINENTAL CAPITAL CORPORATION (BERMUDA) LTD., a Bermuda company limited by shares ("Seller"); SEABOARD CORPORATION, a Delaware corporation ("Seller Parent"); and PUEBLO VIEJO DOMINICANA CORPORATION, a Barbados corporation registered as a branch in the Dominican Republic ("Buyer"). Each of Seller, Seller Parent and Buyer are sometimes individually referred to in this Amendment as a "Party" and collectively as the "Parties."

W I T N E S S E T H:

WHEREAS, the Parties are parties to the Asset Purchase Agreement (the "Purchase Agreement"), dated September 23, 2008 (capitalized terms used in this Amendment which are not otherwise defined herein shall have the respective meanings ascribed to those terms in the Purchase Agreement);

WHEREAS, the Parties have now completed the Pre-Effective Date Inspection and, based on the results of that Inspection, now desire to take steps to establish the Effective Date; and

WHEREAS, the Parties desire to amend the Purchase Agreement in certain respects as hereinafter provided;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements contained in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

Section 1. Effective Date.

1.1 Pre-Effective Date Inspection. The Pre-Effective Date Inspection was completed as of January 14, 2009. A copy of the Pre-Effective Date Inspection summary of results and an accompanying cover letter, dated January 14, 2009, were delivered by Seller and Seller Parent to Buyer. Seller, Seller Parent and Buyer subsequently agreed to certain changes to some of the Pre-Effective Date Inspection summary results, which were memorialized in a cover letter dated February 11, 2009 from Seller and Seller Parent to Buyer attaching the updated results of the Pre-Effective Date Inspection.

1.2 Effective Date Certificate. On February 13, 2009, Buyer delivered the Effective Date Certificate to Seller and Seller Parent (a copy of which is attached hereto as Exhibit I).

1.3 Effective Date. Seller and Seller Parent hereby waive their right to give Buyer a Baseline Termination Notice, and the Parties hereby agree, notwithstanding anything in the Purchase Agreement to the contrary, as follows:

(a) The Effective Date shall be deemed to be March 2, 2009; and

(b) Pursuant to Section 3.1(a) of the Purchase Agreement, Buyer shall deposit with Escrow Agent the sum of Fifteen Million Dollars (U.S. $15,000,000) as the Effective Escrow Deposit on or before March 3, 2009.

Section 2. Amendments.

The Purchase Agreement is hereby amended as follows:

(a) The definitions set forth in Section 1.1 of the Purchase Agreement for the terms "Baseline Hull Condition," "Baseline Performance Levels" and "Effective Date" are hereby deleted in their entirety and the following definitions are hereby substituted in lieu thereof:

"Baseline Hull Condition" means the state of the Barges' hulls, as determined based upon the Pre- Effective Date Inspection (tested in accordance with the Hull Test Guidelines and the Hull Test Procedures, listed in Schedule 1.1(a)) and set forth in Exhibit A to the Effective Date Certificate, which, for the avoidance of doubt, shall take into account, in the case of the covenants to be performed by Seller pursuant to Section 6.2(a) and the tests and covenants to be performed in connection with the Closing in accordance with Section 6.6, any tolerance or degradation, in the case of pitting, to the extent, but only to the extent, of pitting permitted as set forth in Table 4 (Pitting intensity and corresponding maximum average depth of pitting), in the case of the thickness of the "Neutral Axis Zone" or the "Bottom Zone" of the hull of each Barge, to the extent, but only to the extent, of wastage permitted as set forth in the "Neutral Axis Zone" and the "Bottom Zone" sections, respectively, of Table 5 (Local and global acceptance criteria for general cargo ships (given in % of wastage)), and, with respect to matters other than pitting and thickness, as otherwise expressly permitted by the Hull Test Guidelines and the Hull Test Procedures. Notwithstanding the Pre-Effective Date Inspection results with respect to the state of the Barges' hull thickness, the Baseline Hull Condition hull thickness of each of the Barges shall be deemed to be no greater than the original manufactured thickness of such Barge.

"Baseline Performance Levels" means those levels, as determined based upon the Pre-Effective Date Inspection and set forth in Exhibit B to the Effective Date Certificate, for the Heat Rate Baseline, the Net Electrical Capacity Baseline, the Capacity Factor Baseline, the Lubricating Oil Consumption Baseline, the Stack Emissions Baseline, the Noise Emissions Baseline and the Effluent Emissions Baseline (with respect to the Generation Assets operating individually or simultaneously in compliance with all applicable Laws and within acceptable

operating limits as recommended by the manufacturer and specified in the manufacturer's operations and maintenance manuals), tested in accordance with the Performance Test Guidelines and the Performance Test Procedures, which, for the avoidance of doubt, shall take into account, in the case of the covenants to be performed by Seller pursuant to Section 6.2(a) and the tests and covenants to be performed in connection with the Closing in accordance with Section 6.6, (a) any tolerance or degradation expressly permitted by the Performance Test Guidelines and Performance Test Procedures and (b) with respect to the Noise Emissions Baseline, the fact that Seller's obligations shall be limited as provided in Section
4.F.3 of Schedule 1.1(d).

"Effective Date" means March 2, 2009.

(b) The following definitions are hereby added to Section 1.1 of the Purchase Agreement, in alphabetical order:

"Table 4" means the narrative information under part 4.5 and the following Table 4: Pitting intensity and corresponding maximum average depth of pitting, which is set forth in Chapter 2 Appendix 3 (Thickness Measurements:
Extent, Determination of Locations, Acceptance Criteria) of the Rules for the Classification of Steel Ships - Part A Classification and Surveys published by Bureau Veritas (May 2006) and which is attached hereto as Schedule 1.1(j).

"Table 5" means the narrative information under part 4.5 and the following Table 5: Local and global acceptance criteria for general cargo ships (given in % of wastage), which is set forth in Chapter 2, Appendix 3 (Thickness Measurements: Extent, Determination of Locations, Acceptance Criteria) of the Rules for the Classification of Steel Ships - Part A Classification and Surveys published by Bureau Veritas (May 2006) and which is attached hereto as Schedule 1.1(j).

(c) Schedule 1.1(j), which is attached to this Amendment, is hereby deemed attached to the Purchase Agreement as a part thereof.

(d) Subparagraph (c) of Section 2.11 (Conditions Precedent to Release of the Effective Escrow Deposit) of the Purchase Agreement is amended to read as follows:

"(c) an official certificate of registration (i) of a valid and perfected naval mortgage (hipoteca naval) in the Barges in the Dominican Republic (based on the execution and delivery of the Hipoteca Naval in accordance with Section 2.8) and (ii) of a valid and perfected lien and security interest in the other Acquired Assets (other than the Concession) (based on the execution and delivery of the Contrato de Prenda sin Desapoderamiento in accordance with Section 6.19(f));"

(e) As noted in the results of the Pre-Effective Date Inspection, the test of the oil and grease concentration of the Effluent Emissions resulted in a reading of 15.7 mg/l for Barge A against a maximum allowable concentration of 10 mg/l. Section 6.6(a)(ii)

(Baseline Performance Levels) of the Purchase Agreement is hereby amended by adding the following sentence as the last sentence of that Section:

"Prior to the Wind Down Date, Seller shall make any repairs and/or improvements to Barge A which are necessary to enable Barge A to meet the Baseline Performance Level for the Effluent Emissions Baseline."

(f) Section 6.6(a)(iii) (Hull Inspection) of the Purchase Agreement shall be amended by adding the following sentences as the third and fourth sentences of that Section (immediately following the sentence in that Section which begins "If a Barge does not meet . . ."), with the remainder of that Section continuing in effect as currently set forth in the Purchase Agreement:

"If there is any disagreement between Buyer or Seller as to whether a Barge meets the Baseline Hull Condition, then the final determination with respect to that issue shall be made by an independent and reputable expert mutually selected by Buyer and Seller promptly following Buyer's inspection of the Barges' hulls. Notwithstanding the foregoing, with respect to the pitting or hull thickness of each of the Barge(s) only, if there is pitting or hull wastage, in either case, in excess of that permitted by the Baseline Hull Condition as determined in accordance with the Hull Test Guidelines and such condition is not repaired by the last day of the Delivery Window, then such condition shall be deemed to be a Minor Delivery Failure and Buyer shall be required to elect Option B under Section 6.6(d) (and, for the avoidance of doubt, shall not be entitled to elect Option A) with respect to the Minor Delivery Failure caused by such condition."

(g) The initial clause of the first sentence of Section
6.6(a)(iv) (Known Hull Repair Issues) of the Purchase Agreement (which reads "Seller shall repair the Known Hull Repair Issues in a reasonable manner within one hundred eighty (180) days following the date hereof") shall be amended to read as follows:

"Seller shall repair the Known Hull Repair Issues in a reasonable manner within one hundred eighty (180) days following February 23, 2009;"

and the remainder of that sentence shall continue in effect as set out in the Purchase Agreement without change.

(h) Section 6.6(a)(v) (Allocation) of the Purchase Agreement shall be amended to read as follows:

"(v) Allocation. Notwithstanding anything in
Section 6.6(a)(iii) or Section 6.6(a)(iv) to the contrary, it is understood that (a) to the extent Required Repairs or repairs for Known Hull Repair Issues are performed by

Buyer after the Closing, (b) those repairs are made to correct any pitting or deteriorated shell plating on a Barge's hull where pitting or deterioration exceeds that permitted by the Baseline Hull Condition, and (c) Buyer elects to make repairs to the shell plating such that, following such repairs, the remaining pitting or deterioration to the repaired area is less than that permitted by the Baseline Hull Condition then, for the purposes of Section 6.6(a)(iii) or Section 6.6(a)(iv), the actual cost of making the Required Repairs or the repairs for Known Hull Repair Issues, as relates to such shell plating, shall be determined on a pro rata basis (thus, for example, if the relevant deterioration permitted by the Baseline Hull Condition was 30% and the actual deterioration was 35% of original manufactured thickness pre-repair and there was no (0%) deterioration from original manufactured thickness post-repair, then one-seventh (1/7th) (5% divided by 35%) of the applicable repair costs would be deemed the cost of the applicable Required Repairs or repairs for Known Hull Repair Issues while the remaining six-sevenths (6/7ths) of the applicable repair costs would be disregarded for the purposes of Section 6.6(a)(iii) or Section 6.6(a)(iv), as applicable."

(i) Schedule 1.1(a) (Hull Test Guidelines for Minimum Hull Standards) of the Purchase Agreement and Schedule 1.1(g) (Hull Maintenance) of the Purchase Agreement are hereby replaced in their entirety by Schedule 1.1(a) (Hull Test Guidelines for Minimum Hull Standards) and Schedule 1.1(g) (Hull Maintenance), respectively, which are attached to this Amendment.

(j) In the definition of "Stack Emissions Baseline Tolerance" in part 1 (Definitions) of Schedule 1.1(d) (Performance Test Guidelines) of the Purchase Agreement, the four (4) references to "2,200 mg/Nm3" are hereby deleted and, in lieu thereof, are inserted references to "2,300 mg/Nm3."

(k) Schedule 1.1(i) (Known Hull Repair Issues) or the Purchase Agreement shall be amended by adding the following paragraph under the section entitled "Barge B - Known Hull Repair Issues:"

"2. The Cathodic Protection System shall be serviced and/or repaired as necessary to repair the issues listed in the report of Miami Diver, Inc., dated 16 October 2008, with respect to Barge B (Job Number 08510) under the section entitled "Cathodic Protection System" (a copy of which report is attached to the Effective Date Certificate, dated February 13, 2008)."

Section 3. Fulfillment of Certain Conditions.

3.1 Security Agreement. Contemporaneously with the execution of this Amendment, Seller and Buyer have executed and delivered the Security Agreement in accordance with Section 2.9 of the Purchase Agreement.

3.2 Certificates. Pursuant to Section 2.11 of the Purchase Agreement, as promptly as practicable following the Effective Date, Seller is to deliver, or cause to be delivered, certain certifications/ confirmations (which deliveries are conditions precedent to the release of the Effective Escrow Deposit). As of the date hereof, the Parties acknowledge that the following items have been delivered to Buyer:

(a) an official certification from the Internal Revenue Directorate (Dirreci?n General de Impuestos Internos) in the Dominican Republic, dated January 29, 2009, confirming that Seller is in compliance with its fiscal obligations;

(b) official certifications, dated February 5, 2009, from the Naval Ministry (Marina de Guerra) in the Dominican Republic confirming that the Barges are registered in the Dominican Republic;

(c) a certificate of a duly authorized officer of Seller Parties certifying that the representations and warranties set forth in Article IV of the Purchase Agreement are true and correct in all material respects as of the Effective Date, except for (i) representations and warranties which are as of a specific date, which were true and correct in all material respects as of such date, and (ii) where the failure to be true and correct would not have a Material Adverse Effect, or have a material adverse effect on the ability of Seller to consummate the Acquisition; and

(d) written confirmation that the Chase Lien has been satisfied in full and discharged of record, as evidenced by a search performed by Buyer's Bermuda counsel.

Section 4. Miscellaneous.

4.1 Binding Effect. This Amendment and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

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

4.3 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (including by facsimile) to the other Party.

4.4 Amendment; Modification. This Amendment may only be amended, modified or supplemented by express written agreement of the Parties.

4.5 Continuing Effect. The Purchase Agreement, as amended pursuant to the terms hereof, shall continue in full force and effect in accordance with its terms.

[SIGNATURES ON SUCCEEDING PAGE]

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

SELLER:

TRANSCONTINENTAL CAPITAL
CORPORATION (BERMUDA) LTD.

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

SELLER PARENT:

SEABORD CORPORATION

By:  /s/ Robert L. Steer
     Name:   Robert L. Steer
     Title:  Senior Vice President and
             Chief Financial Officer

BUYER:

PUEBLO VIEJO DOMINICANA CORPORATION

By:  /s/ Gregory A. Lang
     Name:   Gregory A. Lang
     Title:  Director


By:  /s/ Rich Haddock
     Name:   Rich Haddock
     Title:  Director

EXHIBITS AND SCHEDULES TO
AMENDMENT TO ASSET PURCHASE AGREEMENT
DATED MARCH 2, 2009

Following is a list of the Exhibits and Schedules to the Amendment to Asset Purchase Agreement dated March 2, 2009, among Transcontinental Capital Corporation (Bermuda) Ltd., a Bermuda company limited by shares ("Seller"), Seaboard Corporation, a Delaware corporation ("Seller Parent"), and Pueblo Viejo Dominicana Corporation, a Barbados corporation registered as a branch in the Dominican Republic ("Buyer"), which is filed with the Securities and Exchange Commission ("SEC"). Seaboard Corporation ("Seaboard") undertakes to provide to the SEC the Exhibits and Schedules, as requested, subject to Seaboard's right to request confidential treatment under the Freedom of Information Act.

Schedules

Schedule 1.1(a)     Hull Test Guidelines for Minimum Hull Standards
Schedule 1.1(g)     Hull Maintenance
Schedule 1.1(j)     Chapter 2, Appendix 3 (Thickness Measurements: Extent,

Determination of Locations, Acceptance Criteria) of the Rules for the Classification of Steel Ships - Part A Classification and Surveys published by Bureau Veritas (May 2006)