SEABOARD CORPORATION
7.88% Senior Note Due June 1, 2007
No. __
$________ _________ __, 1995
PPN: 811543 A* 8
SEABOARD CORPORATION (the "Company"), a Delaware corporation,
for value received, hereby promises to pay to ______ or registered
assigns the principal sum of ______ DOLLARS ($______) on June 1,
2007 and to pay interest (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid principal balance thereof
from the date of this Note at the rate of seven and eighty-eight
one-hundredths percent (7.88%) per annum, semi-annually on June 1
and December 1 in each year, commencing on the payment date next
succeeding the date hereof, until the principal amount hereof shall
become due and payable; and to pay on demand interest on any
overdue principal (including any overdue prepayment of principal)
and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) on any overdue installment of interest, at a rate
equal to the lesser of (a) the highest rate allowed by applicable
law or (b) nine and eighty-eight one hundredths percent (9.88%).
Payments of principal, Make-Whole Amount, if any, and interest
shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment
of public and private debts to the registered holder hereof at the
address shown in the register maintained by the Company for such
purpose, in the manner provided in the Note Purchase Agreement
(defined below).
This Note is one of an issue of Notes of the Company issued in
an aggregate principal amount limited to One Hundred Twenty-Five
Million Dollars ($125,000,000) pursuant to the Company's separate
Note Purchase Agreements, (as amended from time to time,
collectively, the "Note Purchase Agreement"), each dated as of June
1, 1995, with the purchasers listed on Annex 1 thereto, is entitled
to the benefits thereof, and the terms of which are incorporated
herein by reference. Capitalized terms used herein and not
otherwise defined herein have the meanings specified in the Note
Purchase Agreement. As provided in the Note Purchase Agreement,
this Note is subject to prepayment, in whole or in part, in certain
cases without a Make-Whole Amount and in other cases with a Make-
Whole Amount. The Company agrees to make required prepayments on
account of such Notes in accordance with the provisions of the Note
Purchase Agreement.
This Note is a registered Note and is transferable only by
surrender thereof at the principal office of the Company as
specified in the Note Purchase Agreement, duly endorsed or
accompanied by a written instrument of transfer duly executed by
the registered holder of this Note or his attorney duly authorized
in writing.
Under certain circumstances, as specified in the Note Purchase
Agreement, the principal of this Note (together with any applicable
Make-Whole Amount) may be declared due and payable in the manner
and with the effect provided in the Note Purchase Agreement.
THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW
YORK LAW.
SEABOARD CORPORATION
By:
Name:
Title:
