RESTATED CERTIFICATE OF INCORPORATION

                               OF

                      SEABOARD CORPORATION


     It is hereby certified:

     FIRST:    1.   The   present    name   of  the   corporation
(hereinafter  called  the "Corporation") is SEABOARD CORPORATION.

               2.   The  name  under  which  the  Corporation was
originally incorporated is HATHAWAY BAKERIES, INC.,  and the date
of  filing the  original  Certificate  of  Incorporation  of  the
Corporation with  the Secretary of State of the State of Delaware
is July 24, 1946.

     SECOND:   The provisions of the Certificate of Incorporation
of  the  Corporation, as heretofore amended and/or  supplemented,
hereby are further amended and hereby are restated and integrated
into  the  single instrument which is hereinafter set forth,  and
which  is  entitled  "Restated Certificate  of  Incorporation  of
Seaboard Corporation."

     THIRD:    The   Board   of   Directors  of  the  Corporation
proposed,  and the Stockholders of the Corporation adopted,  this
Restated  Certificate of Incorporation pursuant to the provisions
of  Sections 242 and 245 of the General Corporation  Law  of  the
State of Delaware in the form set forth as follows:

               1.   The   present   name   of   the   corporation
(hereinafter called  the  "Corporation") is SEABOARD CORPORATION.

               2.   The  name  and  address  of the Corporation's
registered agent is Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.

               3.   The  purpose  of the Corporation is to engage
in  any  lawful  act  or  activity  for which corporations may be
organized under the General Corporation Law of Delaware.

               4.   The  total  number   of   shares   which  the
Corporation shall have  authority   to  issue  is one million two
hundred  fifty  thousand  (1,250,000)  shares  of common stock of
the par value  of  $1  per share.

               5.   In furtherance,  and not in limitation of the
powers conferred by statute, the Board of Directors is authorized
to adopt, amend or repeal the By-Laws of the Corporation.



               6.   To the fullest extent permitted by applicable
law, the Corporation shall indemnify and reimburse each  Director
and  officer  of  the  Corporation, and each person who is or was
serving  at  the  request  of  the  Corporation  as a director or
officer of another corporation partnership, joint venture, trust,
limited liability company or other enterprise,  for  and  against
all liabilities  and expenses imposed upon or reasonably incurred
by him or her in  connection with any action, suit or  proceeding
which  he or she may be involved or with which he or she  may  be
threatened  by  reason  of his or her  being  or  having  been  a
Director or officer of the Corporation or of his or her being  or
having  been  a  director  or  officer  of  another  corporation,
partnership, joint venture, trust, limited liability  company  or
other enterprise at the request of the Corporation.  The right of
indemnification  and  reimbursement of  each  such  person  shall
continue  whether or not he or she continues to be such  Director
or  officer at the time such liabilities or expenses are  imposed
upon  or incurred by him or her and shall include, without  being
limited   to,   attorneys'  fees,  court  costs,  judgments   and
compromise   settlements.   The  right   of   reimbursement   for
liabilities and expenses so imposed or incurred shall include the
right  to  receive  such reimbursement in advance  of  the  final
disposition  of  any  such action, suit or  proceeding  upon  the
Corporation's receipt of an undertaking by or on behalf  of  such
Director  or  officer  to  repay  such  amount  if  it  shall  be
ultimately  determined  that he or she  is  not  entitled  to  be
indemnified by the Corporation pursuant to law or this paragraph.

                    Notwithstanding    the     foregoing,     the
Corporation  shall  be required to indemnify a  person  otherwise
entitled   to   indemnification   under   this   Certificate   of
Incorporation  in connection with a proceeding (or part  thereof)
commenced  by  such  person  only if  the  commencement  of  such
proceeding  (or  part thereof) by such person was  authorized  in
advance by the Board of Directors.

                    The    rights    of    indemnification    and
reimbursement  hereby provided shall not be  exclusive  of  other
rights to which any Director or officer may be entitled.  As used
in  this article the terms "Director" and "officer" shall include
their respective heirs, executors and administrators.

               7.   Meetings  of stockholders may be held without
the State of  Delaware  if the By-Laws  so provide.  The books of
the Corporation  may  be kept (subject to any provision contained
in the statutes) outside  of  the State of Delaware at such place
or places  as  may  be  from time to time designated by the Board
of Directors or  in the By-Laws of the Corporation.  Elections of
Directors  need  not  be  by  ballot  unless  the  By-Laws  shall
otherwise provide.

               8.   No Director shall be personally liable to the
Corporation  or  its  stockholders  for  monetary damages for any
breach of fiduciary  duty   by  such  Director   as  a  director.
Notwithstanding  the  foregoing   sentence,  a  Director shall be
liable  to  the  extent provided by applicable law (i) for breach
of  the  Director's  duty  of  loyalty  to the Corporation or its
stockholders; (ii) for acts or  omissions  not  in  good faith or
which  involve  intentional misconduct or a  knowing violation of
law;  (iii)  pursuant  to  Section  174 of  the Delaware  General
Corporation Law; or (iv)  for  any  transaction  from  which  the
Director  derived  an  improper  personal  benefit.   Neither the
amendment  nor  repeal  of  this article, nor the adoption of any
provision of the Certificate  of Incorporation  inconsistent with
this article shall  eliminate  or

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reduce  the  effect  of  this article in respect  of  any  matter
occurring,  or any cause of action, suit or claim that,  but  for
the  article,  would  accrue or arise, prior to  such  amendment,
repeal or adoption of an inconsistent provision.

               9.   The  Corporation reserves the right to amend,
alter, change  or   repeal  any   provision  contained  in   this
Certificate  of Incorporation  in  the  manner now  or  hereafter
prescribed by statute, and all rights conferred upon stockholders
herein  are granted subject to this reservation.

     IN  WITNESS  WHEREOF, said Seaboard Corporation  has  caused
this Certificate to be signed by Steven J. Bresky, its President,
and  attested by David M. Becker, its Secretary, this 4th day  of
May, 2009.

                                   SEABOARD CORPORATION



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

Attest:



     /s/ David M. Becker
     David M. Becker, Secretary

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