Lamb Weston Holdings, Inc. (Form: S-8, Received: 06/14/2017 16:34:48)

As filed with the Securities and Exchange Commission on June 14, 2017

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LAMB WESTON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

61-1797411
(I.R.S. Employer
Identification No.)

599 S. Rivershore Lane

Eagle, Idaho 83616
(Address of Principal Executive Offices)(Zip Code)

Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan

Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan
(Full title of the plan)

Eryk J. Spytek
Senior Vice President, General Counsel and Corporate Secretary
599 S. Rivershore Lane

Eagle, Idaho 83616
(208) 938-1047
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered(3)		Proposed maximum offering price per share		Proposed maximum aggregate offering price (3)		Amount of registration fee
– Deferred Compensation Obligations under the Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan (1)	$	25,000,000	100	%	$	25,000,000	$	2,897.50
– Deferred Compensation Obligations under the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan (2)	$	4,000,000	100	%	$	4,000,000	$	463.60
TOTAL	$	29,000,000	N/A		$	29,000,000	$	3,361.10

(1) The Deferred Compensation Obligations being registered are general unsecured obligations of Lamb Weston Holdings, Inc. (the “ Company ” or the “ Registrant ”) to pay deferred compensation in the future to participating key employees of the Registrant in accordance with the Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan (the “ Voluntary Plan ”).

(2) The Deferred Compensation Obligations being registered are general unsecured obligations of the Registrant to pay deferred compensation in the future to participating members of the Board of Directors of the Registrant in accordance with the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan (the “ Directors’ Plan ” and, together with the Voluntary Plan, the “ Plans ”).

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “ Securities Act ”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the employee benefit plan information and other information required by Part I of Form S-8 will be sent or given to participants under the Plans as specified by Rule 428 under the Securities Act. In accordance with Rule 428 under the Securities Act and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “ Commission ”) either as a part of this registration statement on Form S-8 (this “ Registration Statement ”) or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. The Registrant will maintain a file of such documents in accordance with the provisions of Rule 428 under the Securities Act. Upon request, the Registrant will furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The following documents, which are on file with the Commission, are incorporated into this Registration Statement by reference:

(a) Amendment No. 4 to the Registrant’s Registration Statement on Form 10 (Commission File No. 001-37830), filed on October 17, 2016;

(b) the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended November 27, 2016 (Commission File No. 001-37830), filed on January 10, 2017, and February 26, 2017 (Commission File No. 001-37830), filed on April 6, 2017;

(c) the Registrant’s Current Reports on Form 8-K (Commission File No. 001-37830), filed on October 26, 2016, November 1, 2016, November 10, 2016, November 17, 2016, and March 27, 2017; and

(d) the description of the Registrant’s common stock, $1.00 par value per share (“ Common Stock ”) contained in the Registrant’s Information Statement, filed as Exhibit 99.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form 10 (Commission File No. 001-37830), filed on October 17, 2016, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Amended and Restated Voluntary Deferred Compensation Plan

The Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan provides certain key employees (“ Eligible Employees ”) of the Company with the opportunity to defer the receipt of a portion of their compensation. The obligations of the Company under the Voluntary Plan (the “ Voluntary Plan Deferred Compensation Obligations ”) are general unsecured obligations of the Company to pay deferred compensation in the future to participating Eligible Employees (“ Voluntary Plan Participants ”) in accordance with the terms of the Voluntary Plan from the general assets of the Company and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Voluntary Plan Deferred Compensation Obligations include compensation deferred by Voluntary Plan Participants, Company contributions and deemed investment earnings (or losses) thereon.

The Voluntary Plan allows Voluntary Plan Participants to defer receipt of up to 50% of their base salary, 90% of their annual incentive cash compensation, and 90% of the sum of their base salary plus short-term incentive compensation in excess of the Internal Revenue Code Section 401(a)(17) limitation in effect for such year. Amounts may be deferred into deemed investments individually chosen by each Voluntary Plan Participant that index to either (i) shares of the Company’s Common Stock (the “ Voluntary Plan Stock Account ”) or (ii) investments selected by the Company’s Employee Benefits Investment Committee (the “ Other Accounts ”). Each

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Voluntary Plan Participant’s Voluntary Plan deferred compensation benefit will reflect the deemed investment experience, whether positive or negative, of the hypothetical investment funds selected by the Voluntary Plan Participant, including any appreciation or depreciation. The Company maintains bookkeeping accounts to which Voluntary Plan Participants’ deferrals, hypothetical Company contributions and hypothetical earnings are credited. The Voluntary Plan Deferred Compensation Obligations deemed to be invested in the Voluntary Plan Stock Account will be paid in shares of the Company’s Common Stock. The aggregate number of shares of the Company’s Common Stock credited to a Voluntary Plan Participant’s Voluntary Plan Stock Account will be paid in shares of the Company’s Common Stock, which have been separately registered pursuant to a Registration Statement on Form S-8 related to the Lamb Weston Holdings, Inc. 2016 Stock Plan filed with the Commission on November 8, 2016. Voluntary Plan Deferred Compensation Obligations deemed to be invested in other investments will be paid in cash. Distributions under the Voluntary Plan will be made according to Voluntary Plan Participants’ elections and the provisions of the Voluntary Plan. Distributions may be accelerated under certain circumstances, including the Voluntary Plan Participant’s death or disability or a change of control of the Company. Voluntary Plan Participants may also request an early distribution in the event of an unforeseeable emergency.

No amount payable or deliverable under the Voluntary Plan will be subject to assignment, transfer, sale, pledge or other alienation or encumbrance, except for certain offsets permitted to the Company as provided under the Voluntary Plan. The plan administrator will not recognize any attempt by a third party to attach, garnish or levy upon any benefit under the Voluntary Plan except as may be required by law. There is no trading market for the Voluntary Plan Deferred Compensation Obligations.

The Voluntary Plan Deferred Compensation Obligations are not subject to redemption, in whole or in part, prior to the individual payment dates specified by each Voluntary Plan Participant, at the option of the Company or through operation of a mandatory or optional sinking fund or analogous provision. However, the Compensation Committee of the Company’s Board of Directors reserves the right to amend or terminate the Voluntary Plan at any time, except that no such amendment or termination shall reduce the balance of any Voluntary Plan Participant’s hypothetical account as of the later of the adoption or effective date of such amendment or termination or make any material modification to any amounts grandfathered under the Voluntary Plan.

The total amount of the Voluntary Plan Deferred Compensation Obligations is not determinable because the amount will vary depending upon the level of participation by Eligible Employees and the amounts of their salaries, incentive pay and deemed earnings. The duration of the Voluntary Plan is indefinite.

The Voluntary Plan Deferred Compensation Obligations are not convertible into another security of the Company. The Voluntary Plan Deferred Compensation Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. Each Voluntary Plan Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Voluntary Plan Deferred Compensation Obligations, enforcing covenants and taking action upon a default by the Company.

The foregoing description of the Voluntary Plan Deferred Compensation Obligations is qualified in its entirety by reference to the full text of the Voluntary Plan document a copy of which is incorporated by reference as Exhibit 4.3 to this Registration Statement.

Directors’ Deferred Compensation Plan

The Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan provides members of the Board of Directors (the “ Directors ”) of the Company with the opportunity to defer all or a portion of their fees earned during a year. The obligations of the Company under the Directors’ Plan (the “ Directors’ Plan Deferred Compensation Obligations ”) are general unsecured obligations of the Company to pay deferred compensation in the future to participating Directors (“ Directors’ Plan Participants ”) in accordance with the terms of the Directors’ Plan from the general assets of the Company and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. A Director may elect to defer fees that would otherwise have been paid in cash to (i) an interest bearing account; (ii) a Company Common Stock Account (the “ Directors’ Plan Stock Account ”), or (iii) to any other investments that track investments that are permitted by the Company’s Employee Benefits Investment Committee (the “ Other Investments Account ”). Deferrals of fees that would otherwise have been paid in shares of the Company’s Common Stock are credited to the Directors’ Plan Stock Account. All accounts are maintained as an accounting record of the Company’s obligation under the Directors’ Plan. Amounts credited to the Directors’ Plan Stock Account are a book entry by the Company payable in shares of the Company’s Common Stock. The Directors’ Plan Deferred Compensation Obligations include compensation deferred by Directors’ Plan Participants and investment earnings (or losses) thereon. Amounts credited to a Directors’ Plan Participant’s interest-bearing account or Other Investments Account will be paid in cash. The aggregate number of shares of the Company’s Common Stock credited to a Directors’ Plan Stock Account will be paid in shares of the Company’s Common Stock, which have been separately registered pursuant to a Registration Statement on Form S-8 related to the Lamb Weston Holdings, Inc. 2016 Stock Plan filed with the Commission on November 8, 2016.

The Company maintains bookkeeping accounts to which Directors’ Plan Participants’ deferrals are credited. Deferred compensation (adjusted for deemed investment returns) is generally distributed when the Director ceases to be a Director. Directors’ Plan Participants may also request an early distribution of deferred compensation in the event of an unforeseeable emergency.

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Directors’ Plan Participants may elect that their Directors’ Plan benefits be distributed in a lump sum or in annual or semi-annual installments over a period of up to ten years.

No amount payable or deliverable under the Directors’ Plan will be subject to anticipation, assignment, transfer, sale, mortgage, pledge or hypothecation. The plan administrator will not recognize any attempt by a third party to attach, garnish or levy upon any benefit under the Directors’ Plan except as may be required by law. There is no trading market for the Directors’ Plan Deferred Compensation Obligations.

The Directors’ Plan Deferred Compensation Obligations are not subject to redemption, in whole or in part, prior to the individual payment dates specified by each Directors’ Plan Participant, at the option of the Company or through operation of a mandatory or optional sinking fund or analogous provision, except in the case of the Directors’ Plan Participant’s death. However, the Company reserves the right to amend or terminate the Directors’ Plan at any time, except that no such amendment or termination shall affect the obligation or schedule of the Company to pay to the Directors’ Plan Participants the amounts accrued or credited to their accounts up to December 31st of the year in which the amendment or termination is made or cause the Directors’ Plan to violate Section 409A of the Internal Revenue Code.

The total amount of the Directors’ Plan Deferred Compensation Obligations is not determinable because the amount will vary depending upon the level of participation by Directors and the amounts of their fees. The duration of the Directors’ Plan is indefinite.

The Directors’ Plan Deferred Compensation Obligations are not convertible into another security of the Company. The Directors’ Plan Deferred Compensation Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. Each Directors’ Plan Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Directors’ Plan Deferred Compensation Obligations, enforcing covenants and taking action upon a default by the Company.

The foregoing description of the Directors’ Plan Deferred Compensation Obligations is qualified in its entirety by reference to the full text of the Directors’ Plan document a copy of which is incorporated by reference as Exhibit 4.4 to this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the General Corporation Law of the State of Delaware allows a corporation to include in its certificate of incorporation a provision that limits or eliminates the personal liability of directors of a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the General Corporation Law of the State of Delaware allows a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of a corporation to procure a judgment in its favor under the same conditions against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation with respect to such claim, issue or matter. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

Section 174 of the General Corporation Law of the State of Delaware provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered into the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

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Pursuant to Article VIII of the Certificate of Incorporation of the Registrant, to the full extent permitted by the General Corporation Law of the State of Delaware and any other applicable law currently or hereafter in effect, no director shall be personally liable to the Registrant or its stockholders for or with respect to any breach of fiduciary duty or other act or omission as a director.

The bylaws of the Registrant provide for indemnification of Registrant officers and directors against all expenses, liability or losses reasonably incurred or suffered by the officer or director, including liability arising under the Securities Act, to the extent legally permissible under Section 145 of the General Corporation Law of the State of Delaware where any such person was, is, or is threatened to be made a party to or is involved in any action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact such person was serving the Registrant in such capacity. Generally, under Delaware law, indemnification will only be available where an officer or director can establish that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant. The bylaws of the Registrant limit the indemnification provided to a Registrant officer or director in connection with actions, suits, or proceedings commenced by the Registrant officer or director to instances where the commencement of the proceeding (or part thereof) was authorized by the Board of Directors of the Registrant.

The Registrant also maintains a director and officer insurance policy which insures the officers and directors of the Registrant and its subsidiaries against damages, judgments, settlements and costs incurred by reason of certain wrongful acts committed by such persons in their capacities as officers and directors.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Exhibit Description

4.1		Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 10, 2016 (Commission File No. 001-37830)

4.2		Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed November 10, 2016 (Commission File No. 001-37830)

4.3		Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan

4.4		Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan

5.1		Opinion of Jones Day

23.1		Consent of KPMG LLP

23.2		Consent of Jones Day (Included in Exhibit 5.1)

24.1		Power of Attorney

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eagle, State of Idaho, on this 14th day of June 2017.


	LAMB WESTON HOLDINGS, INC.


	By:	/s/ Eryk J. Spytek
		Eryk J. Spytek
		Senior Vice President, General Counsel and
		Corporate Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of June 14, 2017.

Signature		Title

/s/ Thomas P. Werner		President and Chief Executive Officer, Director
Thomas P. Werner		(Principal Executive Officer)

/s/ Robert M. McNutt		Senior Vice President and Chief Financial Officer
Robert M. McNutt		(Principal Financial Officer)

/s/ Bernadette M. Madarieta		Vice President and Controller
Bernadette M. Madarieta		(Principal Accounting Officer)

*		Director
Charles A. Blixt

*		Director
W.G. Jurgensen

*		Director
Thomas P. Maurer

*		Director
Timothy R. McLevish

*		Director
Andrew J. Schindler

*		Director
Maria Renna Sharpe

* The undersigned by signing his name hereto does sign and execute this registration statement on Form S-8 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.

By:	/s/ Eryk J. Spytek
	Eryk J. Spytek
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number		Exhibit Description

4.1		Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 10, 2016 (Commission File No. 001-37830)

4.2		Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed November 10, 2016 (Commission File No. 001-37830)

4.3		Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan

4.4		Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan

5.1		Opinion of Jones Day

23.1		Consent of KPMG LLP

23.2		Consent of Jones Day (Included in Exhibit 5.1)

24.1		Power of Attorney

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Exhibit 4.3

LAMB WESTON HOLDINGS, INC.
VOLUNTARY DEFERRED COMPENSATION PLAN

(Effective January 1, 2017)

The Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan (the “Plan”) is adopted effective January 1, 2017. The Plan is a successor to the ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan (the “Prior Plan”), following the spin-off of Lamb Weston Holdings, Inc. (the “Company”) from ConAgra Foods, Inc. Accrual of benefits under the Prior Plan for affected key employees was terminated effective as of December 31, 2016, at which time the liability for the deferred benefits of such key employees and former key employees under the Prior Plan were transferred to the Plan. All deferral and payment elections under the Prior Plan shall apply under the Plan.

The Plan is established and maintained by the Company for the purpose of permitting certain key employees of the Company and of corporations that are related to the Company to defer the receipt of a portion of their income and/or participate in any appreciation in the value of Company Stock. Accordingly, the Company hereby adopts the Plan pursuant to the terms and provisions set forth below:

PART I
NON-GRANDFATHERED AMOUNTS

The provisions of this Part I shall apply to amounts due pursuant to the Plan that are not “Grandfathered Amounts,” as that term is defined in Part II.

ARTICLE I
DEFINITIONS

1.1 Account . The term “Account” means the bookkeeping account established by the Company to which Compensation Deferral Contributions, Employer Matching Contributions, Employer Non-elective Contributions, and earnings and losses thereon, are credited for any Participant. Account shall include all amounts transferred from the Prior Plan, except for any “Grandfather Amount” described in Part II.

1.2 Change of Control Event . With respect to amounts in a Participant’s Account that are subject to an election for calendar years on and after January 1, 2017, a “Change of Control” shall occur upon any of the following dates:

(a) The date individuals who constitute the Board (the “Incumbent Board”) cease for any reason during any 12 month period to constitute at least 50% of the members of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or

(b) The date of consummation of a reorganization, merger or consolidation, in each case, 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 50% or more of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities.

(c) The date that any one person, or more than one person acting as a group who is not related to the Company within the meaning of Treasury Regulation Section 1.409A-3(i)((vii)(B), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section, “more than one person acting as a group” is determined under Treasury Regulation Section 1.409A-3(i)(5)(v)(B). If a person owns stock in both entities that enter into a merger, consolidation, purchase or acquisition of stock, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. In no event shall a change of control occur under circumstances that would not constitute a “change in the ownership of a corporation,” a “change in effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets,” as those terms are defined in regulations and other applicable guidance issued under Internal Revenue Code (“Code”) Section 409A.

With respect to amounts in a Participant’s Account that are subject to an election for calendar years prior to January 1, 2017, a “Change of Control” shall occur in accordance with the preceding definition of “Change of Control” except that as used in the definition of “Change on Control” (i) “Company” shall mean ConAgra Foods, Inc., and (ii) “Board” shall mean the Board of Directors of ConAgra Foods, Inc.

1.3 Compensation Deferral Agreement . The term “Compensation Deferral Agreement” means the written compensation deferral agreement entered into by a Participant with the Company pursuant to the Plan.

1.4 Compensation Deferral Contribution . “Compensation Deferral Contribution” means a contribution made to the Plan by a Participant pursuant to Section 3.1.

1.5 Disability . A Participant has a “Disability” or shall be considered “Disabled” if the Participant is, by reason of any medically determinable physical or mental impairment that 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 three months under the Company’s long-term disability plan.

1.6 Distribution Sub-Account . The term “Distribution Sub-Account” shall refer to each sub-account elected by the Participant pursuant to Section 5.1 for the purpose of applying a specific election concerning time and form of payment to only such sub-account.

1.7 Employer Matching Contribution . The term “Employer Matching Contribution” means a contribution made to the Plan by the Employer pursuant to Section 3.2.

1.8 Employer Non-elective Contribution . The term “Employer Non-elective Contribution” means a contribution made to the Plan by the Employer pursuant to Section 3.3.

1.9 Related Company . The term “Related Company” means: (i) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b) that includes the Company); and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company. For purposes of applying Code Sections 414(b) and (c), 25% is substituted for the 80% ownership level.

1.10 Separation from Service . The term “Separation from Service” means the date that the Participant separates from service within the meaning of Code Section 409A. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

(a) Leaves of Absence . The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such 6-month period.

(b) Dual Status . Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee and as an independent contractor, pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with the Plan pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of the Plan.

(c) Termination of Employment . Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor except as provided in subsection (b) of this section would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in subsection (b) of this section 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 less than 36 months).

For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this subsection (c), the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable 36-month (or shorter) period).

(d) Service with Related Companies . For purposes of determining whether a separation from service has occurred under the above provisions, the “Company” shall include the Company and all Related Companies.

ARTICLE II
ELIGIBLE EMPLOYEES

Compensation Deferral Contributions may be made by those employees of the Employer who either have been selected by, and at the sole and absolute discretion of, the Compensation Committee, or who are both categorized by the Company or a Related Company as a grade level 23 or higher, and who have an annual base salary that equals or exceeds $125,000.00. Notwithstanding the foregoing, any Participant who made Compensation Deferral Contributions during 2016 under the Prior Plan may continue to make Compensation Deferral Contributions for each Plan Year beginning after 2016 under the Plan, provided that such Participant’s annual base salary equals or exceeds $125,000.00 as of the first day of the applicable Plan Year, and any Participant who has a balance in the Prior Plan as of December 31, 2016, shall become a Participant with respect to such balance and any earnings or losses thereon. The Committee may increase from time to time the required grade level and/or base salary amount, and the Committee may amend the Plan accordingly, all without the approval of the Compensation Committee or the Board.

The Committee shall have sole and absolute discretion to determine whether an individual’s base salary equals or exceeds the required dollar amount. Notwithstanding any provision in the Plan to the contrary, the Plan is intended to be a non-qualified deferred compensation plan for a select group of management or highly compensated employees (as that expression is used in ERISA) and participation shall be limited to such employees. Each Participant shall continue to be a participant in the Plan until all payments due under the Plan have been paid. The Compensation Committee may determine at any time that a Participant shall no longer be eligible to make Compensation Deferral Contributions.

Notwithstanding any provision apparently to the contrary in the Plan document or in any written communications, summary, resolution, oral communication or other document, in the event it is determined that a Participant will no longer be eligible to make Compensation Deferral Contributions, then the election for Compensation Deferral Contributions made by that individual in accordance with the provisions of the Plan will continue for the remainder of the calendar year during which such determination is made. However, no additional amounts shall be deferred and credited to the Participant’s Account under the Plan for any future calendar year until such time as the individual is again determined to be eligible to make Compensation Deferral Contributions and makes a new election under the provisions of the Plan. Amounts credited to the Account of such individual shall continue to be adjusted pursuant to the other provisions of the Plan until fully distributed.

Employer Matching Contributions and Employer Non-elective Contributions may be made by the Employer to those employees of the Employer who either have been selected by, and at the sole and absolute discretion of, the Committee, or who have annual total cash compensation in excess of the Code Section 401(1)(17) limitation.

ARTICLE III
DEFERRALS

3.1 Employee Deferrals . During one or more window periods each Plan Year determined by the Company, a Participant may elect to have a portion of his or her pay for the following Plan Year deposited in the Plan (“Compensation Deferral Contribution”). Unless the Committee specifies otherwise, any Compensation Deferral Contribution election will continue from year-to-year until timely changed by the Participant (and such change will be effective for the Plan Year following the Plan Year during which such change election is received by the Company) or until specified otherwise by the Committee to the extent permitted without resulting in any Adverse 409A Consequence. The minimum deposit shall be 5% of the Participant’s base salary or short-term incentive. The maximum deposit shall be determined and changed by the Committee from time to time (which may be set forth in the Compensation Deferred Agreement) and, in the absence of any such determination shall be (i) 50% of the Participant’s normal salary, (ii) 90% of the Participant’s short-term incentive, and (iii) 90% of the sum of the Participant’s normal salary plus short-term incentive in excess of the Code Section 401(1)(17) limitation in effect for such Plan Year. The Participant’s election shall be made in accordance with the rules and regulations of the Committee and in accordance with a Compensation Deferral Agreement. The elected deferral percentage shall not apply to compensation that is not eligible for deferral under the terms of the Company’s 401(k) plan (ignoring for this purpose the limitations imposed by Code Sections 401(a)(17), 401(k)(3) and 415) as in effect on December 31 of the year preceding the year of the deferral. The Compensation Deferral Contribution shall be credited to the Participant’s Account under the Plan as soon as reasonably practicable following the date the Participant would have otherwise been entitled to receive cash compensation absent an election to defer under this Section 3.1. A Compensation Deferral Contribution election shall be irrevocable as of the earlier of (1) the deadline specified by the Company and (2) the last day of a Plan Year, with respect to Compensation Deferral Contributions to be made during the following Plan Year, except for a cancellation permitted by Treasury Regulation Section 1.409A-3(j)(4).

3.2 Employer Matching Contributions . The Employer will credit, at the end of each Plan Year, an eligible Participant’s Account with Employer Matching Contributions equal to a dollar for dollar match, limited to 6% of compensation earned by the Participant and paid by the Employer in excess of the Code Section 401(1)(17) limitation. The amount of each Employer Matching Contribution shall be automatically reduced by any applicable Federal Insurance Contributions Act tax (or other applicable tax) at the time such contribution is made. Examples: (1) If a Participant receives total cash compensation of $300,000 in 2017, and she deferred $10,000 for 2017, she would receive an Employer Matching Contribution (assuming the Code Section 401(a)(17) limitation for 2017 is $270,000) of $1,800 (6% of $30,000); (2) If the Participant, in the first example, only deferred $1,000 for 2017, she would receive an Employer Matching Contribution of $1,000.

Compensation, for purposes of calculating Employer Matching Contributions, shall be defined in the same manner as the term “compensation” is defined in the Lamb Weston, Inc. Retirement Income Savings Plan, except that, for purposes of this Section 3.2, a Participant’s Compensation will include non-qualified deferred compensation in the Plan Year in which such compensation is deferred.

Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, amend or modify any future Employer Matching Contributions by amending the Plan. No Participant listed in Schedule 1 shall be eligible to receive an Employer Matching Contribution.

3.3 Employer Non-elective Contributions . The Employer will credit to each actively employed Participant’s Account, at the end of each Plan Year (i.e., such amount will be credited as of December 31 of each Plan Year), with Employer Non-elective Contributions equal to 3% of an eligible Participant’s normal compensation and short term incentive in excess of the Code Section 401(a)(17) limitation in effect for such Plan Year. If a Participant is not permitted to make Compensation Deferral Contributions in the first year of hire, an Employer Non-elective Contribution equal to 9% of such Participant’s normal compensation and short term incentive in excess of the applicable Code Section 401(a)(17) limitation will be made for such Participant in his/her first Plan Year of participation, and such amount will be credited to the Participant’s Account as of the end of such first Plan Year.

The amount of each Employer Non-elective Contribution shall be automatically reduced by any applicable Federal Insurance Contributions Act tax (or other applicable tax) at the time such contribution is made. Compensation, for purposes of calculating Employer Non-elective Contributions, shall be defined in the same manner as the term “compensation” is defined in the Lamb Weston, Inc. Retirement Income Savings Plan, except that, for purposes of this Section 3.3, a Participant’s Compensation will include non-qualified deferred compensation in the Plan Year in which such compensation is deferred.

Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, amend or modify any future Employer Non-elective Contributions by amending the Plan.

ARTICLE IV
VESTING

4.1 Compensation Deferral Contributions . Each Participant shall have a fully 100% vested and nonforfeitable interest in his or her Compensation Deferral Contributions at all times.

4.2 Employer Contributions . Unless the Employer determines otherwise with respect to a Participant, each Participant shall have a fully 100% vested and nonforfeitable interest in his or her Employer Matching Contributions and Employer Non-elective Contributions when such contributions are credited to Participant’s Account.

ARTICLE V DISTRIBUTIONS

5.1 Time and Form of Payment .

(a) Distribution Sub-Accounts . Each Participant may elect, pursuant to Section 5.2, that such Participant’s Account shall be divided into Distribution Sub-Accounts for the purpose of

the Participant making separate elections in accordance with this Article V concerning time and form of payment with respect to each Distribution Sub-Account. The maximum number of Distribution Sub-Accounts will be specified by the Committee or its delegate from time to time. If an election under this Section 5.1(a) is not timely received from a Participant, then such Participant’s Account shall be deemed to be a single Distribution Sub-Account for purposes of the Plan.

(b) Time of Payment . This Section 5.1(b) shall apply, except to the extent another subsection of this Section 5.1 or Section 5.3 is applicable. The normal date on which payment of a Participant’s Distribution Sub-Accounts shall be made or commence is the January that next follows the Participant’s Separation from Service (the default time of payment). However, each Participant may elect, pursuant to Section 5.2, that any of such Participant’s Distribution Sub-Accounts shall instead be paid (or installments shall commence), as follows:

(i) in the January of the calendar year specified by the Participant (which calendar year may not be later than the year during which the Participant attains age 70); or

(ii) on the earlier of the normal payment date or the January of the calendar year specified by the Participant (which calendar year may not be later than the year during which the Participant attains age 70).

The Committee shall determine the payment date within the parameters required by the Plan. A payment that is made after the earliest date payment could have been made, but by the later of the last day of the Participant’s taxable year that includes the earliest date payment could have been made, or by the fifteenth day of the third calendar month following the earliest date payment could have been made, shall be treated as having been made on the earliest date payment could have been made.

Any Participant election that specifies a date that does not comply with the Plan will be deemed to be an election of the nearest permitted date. For example, if a Participant were to elect to receive a lump sum at the later of the January after Separation from Service or January 2020 and such Participant attains age 70 in 2019, such election will be reformed to be to receive the lump sum at the later of the January following Separation from Service or January 2019.

(c) Normal Form of Payment . This Section 5.1(c) shall apply, except to the extent another subsection of this Section 5.1 or Section 5.3 is applicable. The normal form of payment of a Participant’s Distribution Sub-Accounts shall be a single lump sum payment (the default form of payment) equal to the value of each of the Participant’s Distribution Sub-Accounts as of the most recent Valuation Date that precedes the payment date. However, a Participant may elect, pursuant to Section 5.2, that payment of any Distribution Sub-Account shall be made in annual installments over a period elected by the Participant that is not less than 1 nor more than 10 years. Installments will commence following Separation from Service only if the Participant is at least age 50 and the balance of all Distribution Sub-Accounts is at least $100,000.00, both determined as of the Separation from Service. If a Participant does not satisfy, as of such Participant’s Separation from Service, the applicable age and Distribution Sub-Account balance requirement to commence installments, all of the balance of the Distribution Sub-Accounts from which installments had not commenced prior to Separation from Service will be paid in a lump sum at the time provided herein. If installments commenced prior to Separation from Service from a Distribution Sub-

Account, then such installments shall continue after Separation from Service regardless of age or balance. Each installment payment shall equal the quotient resulting from dividing the value of the Participant’s applicable Distribution Sub-Account as of the most recent Valuation Date that precedes the date the installment is to be paid by the sum of 1 plus the number of installments to be paid after the current installment. Any installments shall be paid annually during January of each year an installment is due.

(d) Death . Upon the death of the Participant before distribution of the Participant’s entire Account (whether employed or not at the time of death), the Participant’s Account shall be paid to the Participant’s Beneficiary as soon as reasonably practical following the Participant’s death, but not later than the 90th day following the Participant’s death in a single lump sum equal to the value of the Participant’s Account as of the most recent Valuation Date preceding the payment.

(e) Disability . If a Participant becomes Disabled prior to or coincident with Separation from Service and prior to the time payment of all of the Participant’s Distribution Sub-Accounts is to be made or commenced pursuant to Section 5.1(b), the Participant’s Distribution Sub-Accounts with respect to which distribution has not commenced shall be paid in the same manner as in Section 5.1(c), except that the age requirement for installment distributions shall not apply, and distribution shall be made or commenced as soon as reasonably practical following the determination of Disability, but not later than the 90th day following such determination. Payment of any Distribution Sub-Account with respect to which distribution had commenced prior to the time the Participant became Disabled shall continue as scheduled.

(f) Change of Control Event . Each Participant may elect, within the time period specified by Section 5.2(a), that any Distribution Sub-Account shall be paid in a single lump sum as soon as reasonably practical following, but no later than ninety days following, the earlier of (i) Separation from Service and (ii) either (1) the occurrence of a Change of Control Event or (2) 18 months following the occurrence of a Change of Control Event. Such payment shall equal the value of the Participant’s Account as of the most recent Valuation Date preceding the payment. If an election is not made under this Section 5.1(f), then payment shall be made in accordance with the other Plan provisions.

(g) Committee Discretion . The Committee in its sole and absolute discretion may revise, remove or add any restriction on time or form payment, including limits on elections with respect to any Distribution Sub-Account, prior to the deadline for the initial election under Section 5.2(a) to be received from the Participant. Such Committee action must be in writing and may be set forth in distribution election form materials approved by the Committee. Any such Committee action shall be deemed to be a permitted amendment to the Plan.

5.2 Elections Regarding Time and Form of Payment . A Participant’s elections regarding the time and form of payment of each Distribution Sub-Account shall be made in accordance with the provisions of this Section 5.2.

(a) Initial Elections . Except as otherwise provided in the Plan, the Participant’s election of the time and form of payment, pursuant to Sections 5.1(b), (c), (e) and (f), must be received by the Committee no later than before the deadline set by the Committee, which may not be later than date the Participant’s election to make a Compensation Deferral Contribution to which the time and form of payment election will apply becomes irrevocable. If a time and form

of payment election is not timely received by the Committee, payment shall be made as if no election has been made. An election of time and form of payment shall become irrevocable as of the time determined by the Committee which shall not be later than the deadline for making such election, except as set forth in Section 5.2(b).

(b) Change in Elections . A Participant may elect to change the timing or form of distribution only in accordance with this Section 5.2(b). Any election under this Section 5.2(b) must comply with Code Section 409A and the guidance issued by the Department of the Treasury with respect to the application of Code Section 409A. Except as permitted by Section 5.3, a Participant may not elect to accelerate the date payment is to be made or commenced. A Participant may elect to delay the time payment is to be made or commenced and may change the form of payment from lump sum to installments, or vice versa, only if the following conditions are met:

(i) the election is received by the Committee not less than 12 months before the date payment would have otherwise been made or commenced without regard to this election;

(ii) the election shall not take effect until at least twelve 12 months after the date on which the election is received by the Committee; and

(iii) except in the case of elections relating to payment on account of death or Disability, payment pursuant to the election shall not be made or commenced sooner than 5 years from the date payment would have otherwise been made or commenced without regard to this election.

For purposes of application of Code Section 409A to this provision, installments shall be treated as a single payment.

5.3 Unforeseeable Emergency . A Participant may request that the Committee accelerate payment due to the occurrence of an “unforeseeable emergency” as defined by, and to the extent permitted by Treasury Regulation 1.409A-3(i)(3).

5.4 Withholding . The Company may determine, withhold and report the amount of any foreign, federal, state, or local taxes as the Company determines may be required to cover any taxes for which the Company may be liable with respect to any payment under the Plan. The Company shall have the authority, duty and power to reduce any benefit payable pursuant to the Plan by the amount of any foreign, federal, state or local taxes required by law to be withheld by the Company under applicable law with respect to such payment of benefits, and if required by law, the Participant’s share of Federal Insurance Contributions Act taxes, and any other employment taxes. The Company may in accordance with and to the extent it is able under the laws of the jurisdiction with respect to which a tax is owed, deduct the relevant amount from other earnings payable to the Participant or beneficiary. The Company shall be entitled to withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company), including all payments under the Plan, or make other arrangements for the collection of all legally required amounts necessary to satisfy any and all foreign, federal, state, or local, tax withholding and employment-related tax requirements.

5.5 Distributions to Specified Employees . Notwithstanding any provision of the Plan to the contrary, if a Participant is a “Specified Employee” as of the date of Separation from Service, no portion of his or her Account shall be distributed on account of a Separation from Service before the earlier of (a) the date which is 6 months after the date of Separation from Service and (b) the date of death of the Participant. A “Specified Employee” is a key employee, as defined under Code Section 416(i), without regard to paragraph (5) thereof and as otherwise defined in Treasury Regulation section 1.409A-1(i). Amounts that would have been paid during the delay will be adjusted for earnings and losses and paid on the first business day following the end of the 6 month delay.

PART II
GRANDFATHERED AMOUNTS

For “Grandfathered Amounts” under the Prior Plan that are transferred to the Plan, the provisions of this Part II shall apply.

ARTICLE VI
DISTRIBUTION OF GRANDFATHERED AMOUNTS

6.1 Definition of Change of Control . The term “Change of Control” means:

(a) The acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors;

(b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or

(c) Consummation of a reorganization, merger, consolidation, in each case, 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 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

For purposes of this Section 6.1, “Company” shall mean ConAgra Foods, Inc. and “Board” shall mean the Board of Directors of ConAgra Foods, Inc.

6.2 Definition of Disability . The term “Disability” means total and permanent disability as determined pursuant to the Company’s long-term disability plan.

6.3 Definition of Retirement .

(a) Early Retirement . The term “Early Retirement” means termination of employment with the Employer by a Participant who has at least 10 years of service with the Employer and who is at least age 55.

(b) Normal Retirement . The term “Normal Retirement” means termination of employment with the Employer by a Participant who is at least age 65.

6.4 Distribution upon Disability or Retirement . Upon termination of employment because of Disability or Early or Normal Retirement, a Participant’s Grandfathered Amount shall be paid over a 10-year period. The first payment shall be made as soon as reasonably practicable following the date of the Participant’s termination of employment with annual payments over the next 9 years. A Participant’s Grandfathered Amount shall share in earnings and losses during the payout period. Notwithstanding the preceding, a Participant who is receiving his or her distribution in installments, or who expects to receive his or her distribution in installments, may request that the Committee distribute the Grandfathered Amounts in a single lump sum payment. The Participant shall provide the Committee information regarding the reasons for requesting a lump sum distribution, supporting facts and documents and any other information requested by the Committee. The Committee, in its sole and absolute discretion, may grant the lump sum distribution if the facts and circumstances warrant such a distribution. Examples of when the Committee should determine that a lump sum distribution is warranted are financial hardships beyond the reasonable control of the Participant.

6.5 Distribution Upon Termination of Employment . Upon termination of employment for reasons other than death, Disability, or Early or Normal Retirement, the Participant’s Account shall be paid in a single lump sum payment. The payment shall be made as soon as reasonably practicable following the date of the Participant’s termination of employment.

6.6 Distribution Upon Death . Upon the death of the Participant before distribution of the Participant’s entire Account (whether employed or not at the time of death), the Participant’s Account shall be paid to the Participant’s Beneficiary as soon as reasonably practicable following the death of the Participant.

6.7 Distribution Upon Change of Control . Upon a Change of Control, the Grandfathered Amounts shall be paid to the Participant in a single lump sum payment within 30 days of the Change of Control.

6.8 Distribution Upon Elective Withdrawal By Participant . A Participant may elect to withdraw all of the Grandfathered Amounts. In the event of such elective withdrawal of Grandfathered Amounts, the Participant shall receive a distribution of 90% of the Grandfathered Amounts in the Participant’s Account and forfeit the remaining 10%.

6.9 Distribution Upon Termination by Corporate Successor . The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidated only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate and the Grandfathered Amounts shall be distributed to the Participant in a single lump sum payment within 30 days of such termination.

6.10 Distributions to Specified Employees . Distributions of Grandfathered Amounts may be distributed, as permitted by the Plan, to Specified Employees (as defined in Section 5.5) prior to the date which is 6 months after the date of separation from service, or if earlier, the date of death of the Participant.

PART III
PROVISIONS APPLICABLE TO
GRANDFATHERED AND NON-GRANDFATHERED AMOUNTS

This Part III applies for all purposes of the Plan, including with respect to Grandfathered Amounts and amounts due under the Plan that are not Grandfathered Amounts.

ARTICLE VII
INVESTMENTS AND PARTICIPANT ACCOUNTS

7.1 Investments . The Company’s Employee Benefits Investment Committee (the “Investment Committee”) shall select the deemed investments available with respect to the Participant’s interests in the Plan. Each Participant shall select, in accordance with the rules and procedures established by the Investment Committee, the method of hypothetically investing the Participant’s Account and Grandfathered Amount. The Investment Committee may permit Participants to designate different deemed investments for each Distribution Sub-Account. Transfers among deemed investments and changes in investment elections may be made only in accordance with the rules, procedures and limitations established by the Investment Committee.

7.2 Company Stock . Notwithstanding Section 7.1, phantom shares of Company common stock (“Company Stock”) shall be an investment available for selection by Participants. If Company Stock is selected by a Participant, then the number of shares of Company Stock that equals the phantom shares credited under the Plan may be deposited in the trust described in Section 7.4 below. The Company Stock may be acquired by the trust through the Lamb Weston Holdings, Inc. 2016 Stock Plan, or any subsequent stock plan adopted by the Company that allows for such. An account under the Plan (“Participant’s Company Stock Account’) shall be established for the Participant for the number of shares of phantom Company Stock to be credited to the Participant. The Participant’s Company Stock Account shall be credited with dividends paid on the shares of Company Stock credited to the Participant’s Company Stock Account. Such dividends shall be reinvested in the Company Stock Account in a manner similar to Compensation Deferral Contributions. Upon distribution to a Participant, amounts credited to a Participant’s Company Stock Account shall be paid in Company Stock. If installment payments are made, each distribution shall include Company Stock in proportion to the Company Stock credited to the Participant’s Account.

7.3 Accounting . Separate accounting shall be maintained for each Participant’s Account and Grandfathered Amounts. Each Participant’s Account and Grandfathered Amount shall be adjusted for Compensation Deferral Contributions, Employer Matching Contributions, Employer Non-elective Contributions and earnings and losses, to the extent applicable.

7.4 Funding . The Company, by action of the Compensation Committee, may establish one or more “rabbi” trusts to hold Company Stock acquired pursuant to Section 7.2 above. Notwithstanding any other provisions of the Plan, the existence of any trust, or any authority granted by the Company to a Participant to change the investment of any rabbi trust or Company assets, the Plan shall be unfunded and the Participants in the Plan shall be no more than general, unsecured creditors of the Employer with regard to benefits payable pursuant to the Plan. Any such trust(s) shall be subject to all the provisions of the Plan, shall be property of the Company until distributed, and shall be subject to the Company’s general, unsecured creditors and judgment creditors. Any such trust(s) shall not be deemed to be collateral security for fulfilling any obligation of the Employer to the Participants. Except to the extent otherwise determined or directed by the Board or Compensation Committee, the Company’s policy related to deposits and withdrawals from any trust(s), and the terms of any trust(s), shall be determined by the Investment Committee.

ARTICLE VIII
ADMINISTRATION

8.1 Plan Administrator . The operation of the Plan shall be under the exclusive supervision of the Committee. It shall be a principal duty of the Committee to see that the Plan is carried out in accordance with its terms, and for the exclusive benefit of persons entitled to participate in the Plan without discrimination. The Committee shall have full and exclusive power to administer and interpret the Plan in all of its details; subject, however, to the requirements of ERISA and all pertinent provisions of the Code. For this purpose, the Committee’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by the Plan:

(a) to make and enforce such rules and regulations as the Committee deems necessary or proper for the efficient administration of the Plan;

(b) to interpret the Plan, the Committee’s interpretations thereof in good faith to be final, conclusive and binding on all persons claiming benefits under the Plan;

(c) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan;

(d) to approve and authorize the payment of benefits;

(e) to appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan; and

(f) to allocate and delegate the Committee’s fiduciary responsibilities under the Plan and to designate another person to carry out any of the Committee’s fiduciary responsibilities under the Plan, provide that any such allocation, delegation or designation shall, to the extent applicable, be in accordance with ERISA Section 405.

No Committee member shall be involved in a decision that only affects that member’s benefit under the Plan, if any. The Committee may delegate any of its powers to any number of other persons. Committee determinations (or those of the Committee’s delegate or agent) may be memorialized and reflected in communications and forms provided to Participants in lieu of Committee meeting minutes.

8.2 Claims . It is the intent of the Company that benefits payable under the Plan shall be payable without the Participant having to complete or submit any claim forms. However, a Participant who believes he or she is entitled to a payment under the Plan may submit a claim for payments in writing to the Company. A claim for benefits under the Plan shall be made in writing by the Participant, or, if applicable the Participant’s executor or administrator or authorized representative, (collectively, the “Claimant”) to the Committee.

8.3 Claim Denials; Claim Appeals . If a claim for benefits under the Plan is denied, the Claimant shall be notified, in writing, within 60 days (45 days in the case of a claim due to Participant’s Disability) after the claim is filed. The notice shall be written in a manner calculated to be understood by the Claimant and shall set forth: (i) the specific reason(s) for the denial; (ii) specific references to the pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such information is necessary; and (iv) an explanation of the Plan’s appeal procedure.

Within 60 days (or within 180 days in the case of a claim due to Participant’s Disability) after receipt of the above material, the Claimant shall have a reasonable opportunity to appeal the claim denial to the Committee for a full and fair review. The Claimant may: (i) request a review upon written notice to the Committee; (ii) upon request and free of charge, review and receive copies of pertinent documents; and (iii) submit issues and comments in writing. Such review shall take into account all comments, documents, records and other information submitted by the Claimant regarding the claim without regard to whether such information was submitted or considered in the initial determination.

A decision by the Committee shall be made not later than 60 days (or within 45 days in the case of a claim due to Participant’s Disability) after receipt of a request for review, unless special circumstances require an extension of time for processing, in which event a decision should be rendered as soon as possible, but in no event later than 120 days (or within 90 days in the case of a claim due to Participant’s Disability) after such receipt. The decision of the Committee shall be written and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, with specific references to the pertinent Plan provision on which the decision is based.

8.4 Claims Limitations and Exhaustion . No claim shall be considered under these procedures unless it is filed with the Committee within 1 year after the claimant knew (or reasonably should have known) of the principal facts on which the claims is based. Every untimely claim shall be denied by the Committee without regard to the merits of the claim. No legal action (whether arising under ERISA Section 502 or ERISA Section 510 or under any other statute or non-statutory law) may be brought by any claimant on any matter pertaining to the Plan unless the legal action is commenced in the proper forum before the earlier of: (i) 2 years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or (ii) 90 days after the claimant has exhausted the procedures outlined in Section 8.3. Knowledge of all facts that a Participant knew (or reasonably should have known) shall be imputed to each claimant who is or claims to be a beneficiary of the Participant (or otherwise claims to derive an entitlement by reference to a Participant) for the purpose of

applying the 1 year and 2 year periods. The exhaustion of the procedures outlined in Section 8.3 is mandatory for resolving every claim and dispute arising under the Plan. No claimant shall be permitted to commence any legal action relating to any such claim or dispute unless a timely claim has been filed under the procedures outline in Section 8.3 and those procedures have been exhausted and in any legal action all explicit and implicit determinations by the Committee shall be afforded the maximum deference permitted by law.

ARTICLE IX
AMENDMENT OR TERMINATION

9.1 Amendment or Termination . The Compensation Committee reserves the right to amend or terminate the Plan at its sole and absolute discretion. Any such amendment or termination shall be made pursuant to a resolution of the Compensation Committee and shall be effective as of the date of such resolution unless the resolution specifies a different effective date.

9.2 Effect of Amendment or Termination . No amendment or termination of the Plan shall directly or indirectly reduce the balance of any Account held hereunder as of the later of the adoption or effective date of such amendment or termination, or make any material modification related to any Grandfathered Amounts. The Participant’s Account and Grandfathered Amounts will continue to share in earnings and losses until complete distribution of the Account. Upon and following the occurrence of a Change of Control Event, no amendment or termination of the Plan may reduce any Participant’s rights with respect to his or her Account as of the later of the adoption or effective date of such amendment or termination without such Participant’s consent. Upon termination of the Plan, distribution of amounts credited to the Accounts (which does not include Grandfathered Amounts) shall be made to Participants and their Beneficiaries in one of the following manners elected by the Company:

(a) In the manner and at the time otherwise provided under the Plan; or

(b) In a lump sum payable at a time permitted by Code Section 409A, provided that all conditions of Code Section 409A are and will be satisfied.

ARTICLE X
409A COMPLIANCE

The Plan is intended to comply with the provisions of Code Section 409A and the final regulations promulgated thereunder, except as otherwise provided herein (Code Section 409A and the regulations and other guidance issued with respect thereto, may be referred to as “409A”). With respect to amounts other than Grandfathered Amounts, the Plan shall be interpreted, operated and applied to comply with 409A so as not to subject any Participant to the additional tax, interest or penalties which may be imposed under 409A and not to cause inclusion in any Participant’s income of a Participant’s Account (and any related penalty and interest) until such amount or amounts are actually distributed to such Participant (which additional tax, interest, penalties or income inclusion shall individually and in the aggregate be referred to as “Adverse 409A Consequence” or “Adverse 409A Consequences”). With respect to Grandfathered Amounts, the Plan shall be interpreted and administered to prevent 409A from applying to Grandfathered Amounts; this shall include, but not be limited to, avoiding a material modification of the terms that were applicable to the Grandfathered Amounts on October 3, 2004 under the Prior Plan. However,

it is understood that 409A is ambiguous in certain respects. The Committee and Company will attempt in good faith not to take any action, and will attempt in good faith to refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon any Participant under 409A. None of the Committee, the Company, their employees, contractors and agents, the Board, each member of the Board nor any Plan fiduciary (the “Released Parties”) shall in any way be liable for, and by participating in the Plan, each Participant automatically releases the Released Parties from any liability due to, any failure to follow the requirements of 409A, and no Participant shall be entitled to any damages related to any such failure even though the Plan requires certain actions to be taken in conformance with 409A. The Company may delay any payment to the extent the delay would not result in any Adverse 409A Consequence.

ARTICLE XI
GENERAL PROVISIONS

11.1 Beneficiary . The term “Beneficiary” means one or more persons or other entities designated by the Participant to receive the benefits payable by reason of the Participant’s death as provided under the Plan. The designation shall be in writing on a form approved by the Committee, signed by the Participant and delivered to the Committee to be valid. If the Participant makes no valid designation, or if the designated primary and secondary Beneficiaries fail to survive the Participant or otherwise fail to elect to receive such benefits, Participant’s Beneficiary shall then be the first of the following persons who survives the Participant: (i) the Participant’s spouse (that is, the person to whom the Participant is legally married at the time of the Participant’s death), (ii) the Participant’s surviving issue, per stirpes, or (iii) the personal representative(s) of the Participant’s estate, to be administered and distributed as part of such estate. The Participant may change his or her designated Beneficiary by delivering a new written designation of beneficiary form to the Committee on a form approved by the Committee.

11.2 Board . The term “Board” means the Board of Directors of Lamb Weston Holdings, Inc.

11.3 Code . The term “Code” means the Internal Revenue Code of 1986, as amended from time to time.

11.4 Committee . The term “Committee” means the Company’s Employee Benefits Administrative Committee.

11.5 Company . The term “Company” means Lamb Weston Holdings, Inc., a Delaware corporation, or any successor corporation or other entity resulting from a merger or consolidated into or with the Company or a transfer or sale of substantially all of the assets of the Company.

11.6 Compensation Committee . The term “Compensation Committee” means the Compensation Committee of the Board.

11.7 Effective Date . The Plan is adopted effective January 1, 2017, except to the extent otherwise provided herein.

11.8 Employer . The term “Employer” means the Company and any Related Company that the Company has authorized to participate in the Plan as to its employees.

11.9 ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time.

11.10 Participant . The term “Participant” means any eligible employee covered by the Plan in accordance with the provisions of Article II.

11.11 Plan . The term “Plan” means the Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan as set forth herein, and as may be amended from time to time.

11.12 Plan Year . The term “Plan Year” means the calendar year.

11.13 Valuation Date . The term “Valuation Date” means the last business day of each Plan Year and any other dates designated by the Committee in its discretion.

11.14 No Guarantee of Benefits . Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

11.15 No Enlargement of Employee Rights . No Participant shall have any right to receive a distribution of contributions made under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Employer.

11.16 Spendthrift Provision . No interest of any person or entity in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings, other than by will or the laws of descent.

11.17 Incapacity of Recipient . If any person entitled to a distribution under the Plan is deemed by the Company to be incapable of personally receiving or giving a valid receipt for such payment, then, unless and until claim therefore shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment of the account of such person and a complete discharge of any liability of the Company and the Plan therefore.

11.18 Corporate Successors . The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidated only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate and the termination provision of Section 9.2 shall apply.

11.19 Governing Law . The Plan shall be construed and administered under the laws of the State of Idaho to the extent federal law is not applicable.

11.20 Offsets . When any payment from a Participant’s Grandfathered Amount becomes due hereunder, the Company, without notice, demand or any other action, may withhold payment and use the funds to offset any amounts owed by the Participant to the Company or any of its affiliates. In addition, the Company also may offset a Participant’s Account in any Plan Year by an amount not to exceed $5,000 to satisfy a debt of the Participant owed to the Employer, provided that: (i) the debt was incurred in the ordinary course of the Participant’s employment by the Employer; and (ii) the offset is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

11.21 Severability . If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such provision had not been included herein.

11.22 Compliance with a Domestic Relations Order . Notwithstanding any provision in the Plan or any Participant election to the contrary, with respect to payments to a person other than the Participant, the Company may provide for acceleration of the time or form of payment to an individual other than the Participant, or a payment may be made to an individual other than the Participant, to the extent necessary to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)). The Company may, in its sole and absolute discretion, impose any restrictions it desires on the terms of a domestic relations order with which it will comply pursuant to this Section.

11.23 Expenses . The reasonable expenses incident to the operation of the Plan may be paid by the Company; however, the Company may, in its sole discretion, allocate specific categories of Plan expenses to the Account or Accounts to which the expenses are attributable. Plan expenses that are not specifically allocated and are not paid by the Company shall be charged to the Accounts of Participants and beneficiaries in proportion to their respective Account balances. The Company may, in its sole discretion, choose to pay all or a portion of the Plan expenses allocable to Participants who are current Employees while not paying, or paying a lesser portion of, Plan expenses allocated to other Accounts.

IN WITNESS WHEREOF , the Company hereby adopts the Plan effective as of January 1, 2017.

	LAMB WESTON HOLDINGS, INC.


	By	/s/ Micheline C. Carter

	Its: Senior Vice President and Chief Human Resources Officer

Exhibit 4.4

LAMB WESTON HOLDINGS, INC.
DIRECTORS’ DEFERRED COMPENSATION PLAN

(Effective January 1, 2017)

Lamb Weston Holdings, Inc. (“Lamb Weston”) has established the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan (the “Plan”), effective as of January 1, 2017. The Plan is a successor to the ConAgra Foods, Inc. Directors’ Deferred Compensation Plan (the “Prior Plan”), following the spin-off of ConAgra Foods Lamb Weston, Inc. from ConAgra Foods, Inc. Accrual of benefits for Lamb Weston’s directors under the Prior Plan was terminated effective as of December 31, 2016, at which time the liability for the deferred benefits of all affected directors under the Prior Plan were transferred to the Plan. Any written deferral or payment election made under the Prior Plan shall apply to the Plan until a subsequent election is made under the Plan.

1. Deferrals . A director may defer all or a portion of his or her fees earned during a year and subsequent years by filing a written election with Lamb Weston. Such election must be received by Lamb Weston by December 31st of the prior year and will remain in effect until changed. Any election to change the director’s rate of deferral will be effective with respect to fees earned on and after the January 1 following receipt of the election by Lamb Weston. Any person elected to Lamb Weston’s Board of Directors who is not a director on the preceding December 31st may, to the extent permitted by Internal Revenue Code (“Code”) Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), elect within thirty (30) days after his or her term begins to defer all or part of his or her fees earned after such election is received by Lamb Weston. Each deferral election shall be irrevocable on the deadline for making the election. A director who has deferred an amount under the Plan shall be a “Participant” until such director’s interest in the Plan has been paid in full. All references to the Code or Treasury Regulations are intended to refer to any successor provision that applies in a manner that is substantially similar to the intended application of referenced provision. Notwithstanding any provision in the Plan to the contrary, with respect to fiscal year 2017 fees, any employee director of Lamb Weston who made a deferral election of Cash Fees and/or Stock Fees under the Prior Plan while a non-employee director of ConAgra Foods, Inc. that are payable while such individual is an employee director of Lamb Weston shall have his or her deferral election transferred to, and honored under, the Plan.

2. Accounts and Investments .

2.1 Deferral of Cash Fees and Stock Fees . Deferrals of fees that would otherwise have been paid in cash (“Cash Fees”) shall be credited to an interest bearing account to be credited with interest as provided in Section 2.2 (“Interest Bearing Account”), unless and until Lamb Weston receives an election from the director to credit future deferrals of Cash Fees to the Lamb Weston Common Stock Account (“Stock Account”) or to any other hypothetical investments permitted by Lamb Weston’s Employee Benefits Investment Committee (which shall be credited to the “Other Investments Account”). A Participant’s Interest Bearing, Stock and Other Investments Accounts shall be referred to as the Participant’s “Accounts.” Such election shall be subject to any limitations imposed by laws, regulations or Lamb Weston. Deferrals of fees that would otherwise have been paid in Lamb Weston common stock (“Stock Fees”) shall be credited to the Stock Account.

2.2 Hypothetical Investments . Amounts credited to the director’s Stock Account shall be a book entry by Lamb Weston payable in shares of Lamb Weston common stock (“Common Stock”) from the Lamb Weston, Inc. 2016 Stock Plan, or any subsequent stock plan adopted by Lamb Weston, as provided in the Plan. If a director has elected to defer Cash Fees in the form of Common Stock, a book entry in the amount of the number of full shares to be credited to the Stock Account for each calendar quarter shall be determined on the basis of the closing price of Common Stock on the last trading day of the quarter as reported for New York Stock Exchange — Composite Transactions (the “Quarterly Closing Price”), and any amount that would represent a fractional share shall be credited to the director’s Interest Bearing Account. Dividend equivalents on shares credited to a director’s Stock Account shall be credited by book entry at the end of each calendar quarter to his or her Stock Account in the form of full shares of Common Stock based upon the Quarterly Closing Price; any amount that would represent a fractional share shall be credited to his or her Interest Bearing Account. Cash Fees and dividend equivalents that are to be credited to the Stock Account shall be credited to the Interest Bearing Account until they are credited to the Stock Account. The Interest Bearing Account shall be credited on the first day of each month, with interest on the balance held in the fund for the prior period. The rate of interest to be credited shall be the daily prime rate of interest on the date as of which the credit is made, as published in the Federal Reserve Statistical Release H.15 Daily Update. The Other Investments Account shall be credited with earnings and losses at the intervals and in the manner determined by Lamb Weston’s Employee Benefits Investment Committee in its discretion. All Accounts shall be maintained as an accounting record of Lamb Weston’s obligation pursuant to the Plan, and will not represent an interest of any Participant in any asset. The Plan is unfunded and payable solely from the general assets of Lamb Weston. The Participants shall be unsecured creditors of Lamb Weston with respect to their interests in the Plan.

2.3 Transfers Between Hypothetical Investments . Once per calendar year on the date or dates permitted by Lamb Weston, the director may elect to transfer all or a portion of the director’s Interest Bearing Account or Other Investments Account to the director’s Stock Account (but not vice versa), subject to any limitations imposed by laws, regulations or Lamb Weston, and such transfer shall be effective as of the date specified by Lamb Weston. All such elections must be made during Lamb Weston’s insider trading “windows.” Lamb Weston’s Employee Benefits Investment Committee will determine the rules for transfers between and among the Interest Bearing and Other Investments Accounts.

2.4 Participant Statements . Lamb Weston shall at least annually make available to each director participating in the Plan a statement of his or her total interest in the Plan.

3. Distributions .

3.1 Participant Payment Election . A Participant may, to the extent permitted by Code Section 409A and the regulations and guidance issued thereunder (including, but not limited to, the plan aggregation rules under Treasury Regulation Section 1.409A-1(c)(2)), elect to receive payment of amounts credited to his or her Accounts, as follows, and the Committee may permit

Participants to divide their Plan interests into sub-accounts for purposes of specifying time and form of payment for each sub-account by the deadline set forth in the Plan:

(1) payment shall be made or commence: (i) during the January that next follows the Participant’s “separation from service” as defined below, (ii) during January of a calendar year designated by the Participant, or (iii) the earlier of (i) or (ii); and

(2) payment shall be made in: (i) a lump sum, or (ii) annual or semi-annual installments over a period (up to ten years), as timely elected by the Participant. Annual installments will be paid in January of each year. Semi-annual installments will be paid in January and July of each year.

3.2 Election Deadline . Any election of time or form of payment for deferred Cash Fees or Stock Fees must be in writing and must be received by Lamb Weston by December 31st of the year preceding the year in which such deferral occurs. Notwithstanding the preceding sentence, any person eligible to make a deferral election within thirty (30) days after his or her term begins, as described in Section 1, shall make his or her election of time or form of payment within such thirty (30) day period.

3.3 Election to Delay Payment . In addition, a Participant may elect to delay (but not accelerate) payment if the following conditions are met:

(1) The new election may not take effect until at least twelve (12) months after the date on which the election is received by Lamb Weston.

(2) The new election must extend the deferral of the payment for a period of at least five (5) years.

(3) The new election is received by Lamb Weston at least twelve (12) months before the scheduled payment of the deferred amount.

3.4 Default Time and Form of Payment . If a Participant’s election of a time and form of payment is not permitted or is not timely received, then payment shall be made in twenty (20) semi-annual installments (each January and July) beginning in January of the year after the year during which the Participant separates from service. The amount of each installment shall be determined by dividing the sum of all of the Participant’s Accounts that are being distributed by the number of installments remaining to be paid (including the installment being determined).

3.5 Payment Following Death . If the Participant dies prior to the payment in full of all amounts due him or her under the Plan, the balance of the Accounts shall be payable to his or her designated beneficiary in a lump sum as soon as reasonably practical following death, but no later than ninety (90) days following the Participant’s death. The beneficiary designation shall be revocable and must be made in writing in a manner approved by Lamb Weston.

3.6 Medium of Payment . Payment of the aggregate number of shares credited by book entry to a director’s Stock Account shall be made in shares of Common Stock. Payment of the amount credited to the Interest Bearing Account and Other Investments Account shall be made in cash.

3.7 Separation from Service . For purposes of the Plan, “separation from service” means that the director ceases to be a director and it is not anticipated that the director will thereafter perform services for Lamb Weston or a “related company.” For this purpose, services provided as an employee are disregarded if the Plan is not aggregated with any plan in which the director participates as an employee pursuant to Treasury Regulation section 1.409A-1(c)(2)(ii). For purposes of this plan, “related company” means (i) any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b)) that includes Lamb Weston; and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with Lamb Weston (for purposes of applying Code Sections 414(b) and (c), twenty-five percent (25%) is substituted for the eighty percent (80%) ownership level).

3.8 Six Month Wait for Specified Employees . Notwithstanding anything in the Plan to the contrary, if the Participant is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i) and as determined by Treasury Regulation 1.409A-1(i) as of the date of a “separation from service,” and if the Participant incurs a “separation from service” at the time he or she ceases to be a director, then payment of, or the commencement of the payment of, amounts due pursuant to Participant’s “separation from service” will be delayed for six (6) months following the date of “separation from service,” unless the Participant dies during the delay, in which case payment shall be made to the beneficiary in accordance with the death benefit provision above. Any delayed amounts will continue to be invested in accordance with the Plan. Any delayed amounts will be paid in a lump sum on the first business day following the six month delay.

3.9 De Minimis Cash Out . Notwithstanding anything herein to the contrary, in the event that the sum of a Participant’s Accounts to be paid in a lump sum or installments is equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B) ($18,000 for 2017), Lamb Weston may, in its sole discretion, pay the Participant’s Accounts to the Participant in a single lump sum on the earlier of thirty (30) days after the date the Participant separates from service or the earliest date deferred amounts are scheduled to be paid, regardless of any existing election on the part of the Participant regarding time and form of payment, and provided that such payment represents the Participant’s entire interest in the Plan and all other deferred compensation arrangements that are aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2). The applicable dollar amount under Code Section 402(g)(1)(B) shall be the amount in effect for the calendar year during which payment pursuant to this paragraph may be made. The determination of whether the sum of the Accounts is equal to or less than the Code Section 402(g)(1)(B) amount is to be made on the earlier of the date the Participant ceases to be a director or the earliest date on which payment of a deferred amount is scheduled to be paid.

3.10 Unforeseeable Emergency Payment . A Participant may request that the “Committee” (described below) accelerate payment due to the occurrence of an “unforeseeable emergency” as defined, and to the extent permitted, by Treasury Regulation 1.409A-3(i)(3).

3.11 Grace Period . A payment that is made during the Participant’s taxable year that includes the month payment is due shall be treated as having been paid during such month.

4. Administration . The term “Committee” means Lamb Weston’s Employee Benefits Administrative Committee. The Committee shall be the Plan administrator and shall have full

and exclusive power to administer and interpret the Plan in all of its details. For this purpose, the Committee’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by the Plan:

(1) to make and enforce such rules and regulations as the Committee deems necessary or proper for the efficient administration of the Plan;

(2) to interpret the Plan, the Committee’s interpretations thereof in good faith to be final, conclusive and binding on all persons claiming benefits under the Plan;

(3) to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan;

(4) to approve and authorize the payment of benefits;

(5) to appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan; and

(6) to allocate and delegate the Committee’s fiduciary responsibilities under the Plan and to designate other person to carry out any of the Committee’s fiduciary responsibilities under the Plan, any such allocation, delegation or designation to be in accordance with Section 405 of the Employee Retirement Income Security Act of 1974, as amended.

5. Rabbi Trust . Lamb Weston, by action of the Compensation Committee of the Board of Directors, may establish one or more “rabbi” trusts. Notwithstanding any other provisions of the Plan, the existence of any trust, or any authority granted by Lamb Weston to a Participant to change the investment of any rabbi trust or Lamb Weston assets, the Plan shall be unfunded and the Participants in the Plan shall be no more than general, unsecured creditors of the Employer with regard to benefits payable pursuant to the Plan. Any such trust(s) shall be subject to all the provisions of the Plan, shall be property of Lamb Weston until distributed, and shall be subject to Lamb Weston’s general, unsecured creditors and judgment creditors. Any such trust(s) shall not be deemed to be collateral security for fulfilling any obligation of the Employer to the Participants. Except to the extent otherwise determined or directed by the Board or Compensation Committee, Lamb Weston’s policy related to deposits and withdrawals from any trust(s), and the terms of any trust(s), shall be determined by Lamb Weston’s Employee Benefits Investment Committee.

6. Amendment and Termination . The Plan may be amended, suspended, terminated or modified by the Board of Directors of Lamb Weston at any time provided that such amendment, modification, suspension or termination shall not affect the obligation or schedule of Lamb Weston to pay to the Participants the amounts accrued or credited to said Accounts up to December 31st of the year in which said action is taken concerning the Plan by the Board of Directors and does not cause the Plan to violate Code Section 409A.

7. Notices . Unless notified to the contrary, all notices under the Plan shall be sent in writing to Lamb Weston by mailing to the “Office of the Secretary”, Lamb Weston Holdings, Inc., 599 S. Rivershore Lane, Eagle, Idaho 83616. All notices to the Participants shall be sent to the address that is their record address for notices as directors of Lamb Weston, unless a Participant, by written notice, otherwise directs.

8. 409A Compliance . To the extent provisions of the Plan do not comply with Code Section 409A, the non-compliant provisions shall be interpreted and applied in the manner that complies with Code Section 409A and implements the intent of the Plan as closely as possible. By participating in the Plan, each Participant automatically releases Lamb Weston, its employees, the Board and each member of the Board (the “Released Parties”) from any liability due to, and the Released Parties shall not in any way be liable for, any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder.

IN WITNESS WHEREOF, Lamb Weston hereby adopts the Plan effective as of January 1, 2017.

	LAMB WESTON HOLDINGS, INC.

	By	/s/ Micheline C. Carter

	Its: Senior Vice President and Chief Human Resources Officer

Exhibit 5.1

77 WEST WACKER · CHICAGO, ILLINOIS 60601.1692

TELEPHONE: +1.312.782.3939 · FACSIMILE: +1.312.782.8585

June 14, 2017

Lamb Weston Holdings, Inc.
599 S. Rivershore Lane
Eagle, Idaho 83616

Re: Registration Statement on Form S-8 Filed by Lamb Weston Holdings, Inc.

Ladies and Gentlemen:

We have acted as counsel for Lamb Weston Holdings, Inc., a Delaware corporation (the “ Company ”), in connection with The Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan (the “ Voluntary Plan ”) and the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan (together with the Voluntary Plan, the “ Plans ”). In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The $29 million of Deferred Compensation Obligations registered on the Registration Statement on Form S-8 filed by the Company on June 14, 2017 (the “ Deferred Compensation Obligations ”), which represent general unsecured obligations to pay deferred compensation in the future in accordance with the Plans, when issued in accordance with the provisions of the Plans, will constitute valid and binding obligations of the Company; and

2. The provisions of the written Voluntary Plan document complies with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

The opinion set forth in paragraph 1 is qualified to the extent that enforceability of the obligations with respect to any Deferred Compensation Obligations or any related documents or instruments may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial opinions or doctrines of general applicability from time to time in effect, including those relating to or affecting creditors’ rights generally, and by general equitable principles or fiduciary considerations and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

ALKHOBAR · AMSTERDAM · ATLANTA · BEIJING · BOSTON · BRISBANE · BRUSSELS · CHICAGO · CLEVELAND · COLUMBUS · DALLAS DETROIT · DUBAI · DÜSSELDORF · FRANKFURT · HONG KONG · HOUSTON · IRVINE · JEDDAH · LONDON · LOS ANGELES · MADRID MEXICO CITY · MIAMI · MILAN · MINNEAPOLIS · MOSCOW · MUNICH · NEW YORK · PARIS · PERTH · PITTSBURGH · RIYADH SAN DIEGO · SAN FRANCISCO · SÃO PAULO · SHANGHAI · SILICON VALLEY · SINGAPORE · SYDNEY · TAIPEI · TOKYO · WASHINGTON

The opinion set forth in paragraph 2 applies only as to the form of the written Voluntary Plan document, and for purposes of such opinion we have assumed that the employees and other persons who are eligible to participate in the Voluntary Plan constitute a select group of management or highly compensated employees for purposes of ERISA. Accordingly, but without limitation of the previous sentence, we express no opinion as to whether the employees and other persons who are eligible to participate in the Voluntary Plan constitute a select group of management or highly compensated employees or whether the Voluntary Plan will be considered “funded” for purposes of ERISA, which are factual issues depending upon the facts and circumstances in existence from time to time.

The opinions expressed herein are limited to ERISA and the General Corporation Law of the State of Delaware, and we express no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the Company to issue the Deferred Compensation Obligations in accordance with the Plans will be in full force and effect at all times at which such Deferred Compensation Obligations are issued, and the Company will take no action inconsistent with such resolutions.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Deferred Compensation Obligations under the Securities Act of 1933 (the “ Act ”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	Very truly yours,

	/s/ Jones Day

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Lamb Weston Holdings, Inc.:

We consent to the use of our report dated August 26, 2016, with respect to the combined balance sheets of the Lamb Weston business of ConAgra Foods, Inc. (the Company) as of May 29, 2016 and May 31, 2015, and the related combined statements of earnings, comprehensive income, parent companies’ invested equity, and cash flows for each of the fiscal years in the three-year period ended May 29, 2016, which report appears in the Company’s registration statement on Form 10, as amended on October 17, 2016, incorporated by reference herein.

/s/ KPMG LLP

Seattle, Washington
June 14, 2017

Exhibit 24.1

REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Lamb Weston Holdings, Inc., a Delaware corporation (the “ Registrant ”), does hereby constitute and appoint each of Micheline C. Carter, Bernadette M. Madarieta, Robert M. McNutt and Eryk J. Spytek, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (1) one or more Registration Statements on Form S-8 (the “ Form S-8 Registration Statement ”) with respect to the registration under the Securities Act of 1933 of Deferred Compensation Obligations of the Registrant to be offered in connection with the Lamb Weston Holdings, Inc. Voluntary Deferred Compensation Plan or the Lamb Weston Holdings, Inc. Directors’ Deferred Compensation Plan, (2) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 25th day of May, 2017.

/s/ Thomas P. Werner		/s/ Robert M. McNutt
Thomas P. Werner President and Chief Executive Officer, Director		Robert M. McNutt Senior Vice President and Chief Financial Officer

/s/ Bernadette M. Madarieta		/s/ Charles A. Blixt
Bernadette M. Madarieta Vice President and Controller		Charles A. Blixt Director

/s/ W.G. Jurgensen		/s/ Thomas P. Maurer
W.G. Jurgensen Director		Thomas P. Maurer Director

/s/ Timothy R. McLevish		/s/ Andrew J. Schindler
Timothy R. McLevish Director		Andrew J. Schindler Director

/s/ Maria Renna Sharpe
Maria Renna Sharpe Director