Exhibit 10.1

EXECUTION COPY

TAX MATTERS AGREEMENT

between

ConAgra Foods, Inc.,

on behalf of itself

and the members

of the ConAgra Group,

and

Lamb Weston Holdings, Inc.

on behalf of itself

and the members

of the LW Group

Dated as of November 8, 2016

Table of Contents

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (the “ Agreement ”) is entered into as of November 8, 2016 between ConAgra Foods, Inc. (“ ConAgra ”), a Delaware corporation, on behalf of itself and the members of the ConAgra Group and Lamb Weston Holdings, Inc. (“ SpinCo ”), a Delaware corporation, on behalf of itself and the members of the LW Group.

WITNESSETH:

WHEREAS, pursuant to the Tax laws of various jurisdictions, certain members of the LW Group presently file certain Tax Returns on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) with certain members of the ConAgra Group;

WHEREAS, ConAgra and SpinCo have entered into a Separation Agreement, dated as of the date hereof (the “ Separation Agreement ”), pursuant to which the LW Transfer, the Debt Exchange, the Distribution and other related transactions will be consummated;

WHEREAS, the Internal Restructuring, together with the LW Transfer, the Debt Exchange and the Distribution are intended to qualify for the Intended Tax-Free Treatment; and

WHEREAS, ConAgra and SpinCo desire to set forth their agreement on the rights and obligations of ConAgra, SpinCo and the members of the ConAgra Group and the LW Group respectively, with respect to (A) the administration and allocation of federal, state, local and foreign Taxes incurred in Taxable periods beginning prior to the Distribution Date, as defined below, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

SECTION 1. Definitions.

(a) As used in this Agreement:

“ Active Trade or Business ” has the meaning ascribed to the LW Business in the Separation Agreement.

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Agreement ” has the meaning set forth in the preamble.

“ Applicable Law ” (or “ Applicable Tax Law ,” as the case may be) means, with respect to any Person, any federal, state, county, municipal, local, multinational or foreign statute, treaty, law, common law, ordinance, rule, regulation, order, writ, injunction, judicial decision, decree, permit or other legally binding requirement of any Governmental Authority applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person).

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“ Business Day ” has the meaning set forth in the Separation Agreement.

“ CAP ” means the IRS Compliance Assurance Process.

“ Closing of the Books Method ” means the apportionment of items between portions of a Taxable period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Taxable period, as if the Distribution Date were the last day of the Taxable period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Taxable period following the Distribution, as determined by ConAgra in accordance with Applicable Law; provided that Taxes not based upon or measured by net or gross income or specific events shall be apportioned between the Pre- and Post-Distribution Periods on a pro rata basis in accordance with the number of days in each Taxable period.

“ Code ” has the meaning set forth in the Separation Agreement.

“ Combined Group ” means any group that filed or was required to file (or will file or be required to file) a Tax Return on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the ConAgra Group and at least one member of the LW Group.

“ Combined Tax Return ” means a Tax Return filed in respect of federal, state, local or foreign income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

“ Company ” means ConAgra or SpinCo (or the appropriate member of each of their respective Groups), as appropriate.

“ ConAgra ” has the meaning ascribed thereto in the preamble.

“ ConAgra Compensatory Equity Interests ” means any options, stock appreciation rights, restricted stock, stock units or other rights with respect to ConAgra stock that are granted on or prior to the Distribution Date by any member of the ConAgra Group in connection with employee, independent contractor or director compensation or other employee benefits (including, for the avoidance of doubt, options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other rights issued in respect of any of the foregoing by reason of the Distribution or any subsequent transaction).

“ ConAgra Group ” has the meaning set forth in the Separation Agreement.

“ ConAgra Separate Tax Return ” means any Tax Return that is required to be filed by, or with respect to, a member of the ConAgra Group that is not a Combined Tax Return.

“ Debt Exchange ” has the meaning set forth in the Separation Agreement.

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“ Distribution ” has the meaning set forth in the Separation Agreement.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Distribution Effective Time ” has the meaning set forth in the Separation Agreement.

“ Distribution Taxes ” means any Taxes incurred solely as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the LW Transfer, the Debt Exchange or the Distribution.

“ Equity Interests ” means any stock or other securities treated as equity for Tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“ Escheat Payment ” means any payment required to be made to a Governmental Authority pursuant to an abandoned property, escheat or similar law.

“ Existing GRAs ” has the meaning set forth on Schedule B to this Agreement.

“ Final Determination ” means (i) with respect to federal income Taxes, (A) a “determination” as defined in Section 1313(a) of the Code (including, for the avoidance of doubt, an executed IRS Form 906), (B) the execution of an IRS Form 870-AD (or any successor form thereto), as a final resolution of Tax liability for any Taxable period, except that a Form 870-AD (or successor form thereto) that reserves the right of the taxpayer to file a claim for refund or the right of the IRS to assert a further deficiency shall not constitute a Final Determination with respect to the item or items so reserved or (C) the execution of a CAP Issue Resolution Agreement (or any similar or successor agreement); (ii) with respect to Taxes other than federal income Taxes, any final determination of liability in respect of a Tax that, under Applicable Tax Law, is not subject to further appeal, review or modification through proceedings or otherwise; (iii) with respect to any Tax, any final disposition by reason of the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); or (iv) with respect to any Tax, the payment of such Tax by any member of the ConAgra Group or any member of the LW Group, whichever is responsible for payment of such Tax under Applicable Tax Law, with respect to any item disallowed or adjusted by a Taxing Authority; provided , in the case of this clause (iv), that the provisions of Section 15 hereof have been complied with, or, if such section is inapplicable, that the Company responsible under this Agreement for such Tax is notified by the Company paying such Tax that it has determined that no action should be taken to recoup such disallowed item, and the other Company agrees with such determination.

“ Foreign SpinCo Subsidiary ” means any member of the LW Group that is a “controlled foreign corporation” (as defined in Section 957 of the Code) with respect to which ConAgra is a “United States shareholder” (as defined in Section 951(b) of the Code) during the Taxable year of ConAgra that includes the Distribution Date.

“ Governmental Authority ” has the meaning set forth in the Separation Agreement.

“ Group ” has the meaning set forth in the Separation Agreement.

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“ Indemnifying Party ” means the party from which another party is entitled to seek indemnification pursuant to the provisions of Section 11 .

“ Indemnitee ” means the party which is entitled to seek indemnification from another party pursuant to the provisions of Section 11 .

“ Intended Tax-Free Treatment ” means the qualification of (i) the LW Transfer, together with the Debt Exchange and the Distribution as a reorganization described in Section 368(a)(1)(D) of the Code and of each of ConAgra and SpinCo as a “party to the reorganization” within the meaning of Section 368(b) of the Code, (ii) the Distribution, as such, as a distribution of SpinCo Common Stock to ConAgra’s shareholders pursuant to Section 355 of the Code, (iii) the Special Cash Payment as money distributed to ConAgra creditors or shareholders in connection with the “reorganization” for purposes of Section 361(b) of the Code, (iv) the Special SpinCo Securities Issuance as a tax-free issuance under Section 361(a) of the Code and the Debt Exchange as a tax-free exchange to ConAgra within the meaning of Section 361(c) of the Code and (v) the transactions described on Schedule A as being free from Tax to the extent set forth therein.

“ Internal Restructuring ” has the meaning set forth in the Separation Agreement.

“ IRS ” means the United States Internal Revenue Service.

“ Lease ” has the meaning set forth in the Separation Agreement.

“ LW Business ” has the meaning set forth in the Separation Agreement.

“ LW Group ” has the meaning set forth in the Separation Agreement.

“ LW Transfer ” has the meaning set forth in the Separation Agreement.

“ NMTC Guaranty Agreements ” means the Tax Credit Guaranty Agreement between ConAgra Foods, Inc. and The Darton J. Zink Trust, dated as of April 23, 2010, the Tax Credit Guaranty Agreement between ConAgra Foods, Inc. and Hobby Lobby Stores, Inc., dated as of April 23, 2010 and the Tax Credit Guaranty Agreement between ConAgra Foods, Inc. and Gallup, Inc., dated as of April 15, 2014 (all of which relate to the qualification for federal new market tax credits under Section 45D of the Code in connection with the construction of the ConAgra Foods Lamb Weston, Inc. Delhi, Louisiana sweet potato facility).

“ NMTC Option Agreements ” means the Option Agreement between Hobby Lobby Stores, Inc., ConAgra Foods Lamb Weston, Inc. and COA Delhi Investment Fund LLC, dated as of April 23, 2010, the Option Agreement between The Darton Brink Trust, ConAgra Foods Lamb Weston, Inc. and COA Delhi Investment Fund LLC, dated as of April 23, 2010 and the Option Agreement between Gallup, Inc., ConAgra Foods Lamb Weston, Inc. and COA Delhi Investment Fund LLC, dated as of April 15, 2014 (all of which relate to the qualification for federal new market tax credits under Section 45D of the Code in connection with the construction of the ConAgra Foods Lamb Weston, Inc. Delhi, Louisiana sweet potato facility).

“ Option ” has the meaning set forth in the Separation Agreement.

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“ Person ” has the meaning set forth in Section 7701(a)(1) of the Code.

“ Post-Distribution Period ” means any Taxable period (or portion thereof) beginning after the Distribution Date.

“ Pre-Distribution Period ” means any Taxable period (or portion thereof) ending on or before the Distribution Date.

“ Separation Agreement ” has the meaning set forth in the recitals.

“ Special Cash Payment ” has the meaning set forth in the Separation Agreement.

“ Special SpinCo Securities Issuance ” has the meaning set forth in the Separation Agreement.

“ SpinCo ” has the meaning set forth in the preamble.

“ SpinCo Carried Item ” shall mean any Tax Attribute of the LW Group that may or must be carried from one Taxable period to another prior Taxable period, or carried from one Taxable period to another subsequent Taxable period, under the Code or other Applicable Tax Law.

“ SpinCo Common Stock ” has the meaning set forth in the Separation Agreement.

“ SpinCo Compensatory Equity Interests ” means any options, stock appreciation rights, restricted stock, stock units or other rights with respect to the capital stock of SpinCo that are granted on or prior to the Distribution Effective Time by any member of the LW Group in connection with employee, independent contractor or director compensation or other employee benefits.

“ SpinCo Disqualifying Action ” means (a) any action (or the failure to take any action) by any member of the LW Group after the Distribution Effective Time (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distribution Effective Time involving the capital stock of SpinCo or any assets of any member of the LW Group or (c) any breach by any member of the LW Group after the Distribution Effective Time of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Intended Tax-Free Treatment; provided , however , that the term “SpinCo Disqualifying Action” shall not include any action entered into pursuant to any Transaction Document or that is undertaken pursuant to the Internal Restructuring, the LW Transfer, the Debt Exchange or the Distribution.

“ SpinCo Securities ” has the meaning set forth in the Separation Agreement.

“ SpinCo Separate Tax Return ” means any Tax Return that is required to be filed by, or with respect to, any member of the LW Group that is not a Combined Tax Return.

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“ Tax ” (and the correlative meaning, “ Taxes ,” “ Taxing ” and “ Taxable ”) means (i) any tax, including any net income, gross income, gross receipts, recapture, alternative or add-on minimum, sales, use, business and occupation, value-added, trade, goods and services, ad valorem, franchise, profits, net wealth, license, business royalty, withholding, payroll, employment, capital, excise, transfer, recording, severance, stamp, occupation, premium, property, asset, real estate acquisition, environmental, custom duty, impost, obligation, assessment, levy, tariff or other tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, any Escheat Payment), together with any interest and any penalty, addition to tax or additional amount imposed by a Taxing Authority; or (ii) any liability of any member of the ConAgra Group or the LW Group for the payment of any amounts described in clause (i) as a result of any express or implied obligation to indemnify any other Person.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, unused general business credit, alternative minimum tax credit or any other Tax Item that could reduce a Tax liability.

“ Tax Benefit ” means any refund, credit, offset or other reduction in otherwise required Tax payments.

“ Tax Counsel ” means Davis Polk & Wardwell LLP.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that can increase or decrease Taxes paid or payable.

“ Tax Opinions ” shall mean the legal opinions delivered to ConAgra by Tax Counsel with respect to certain U.S. federal income Tax consequences of the Internal Restructuring, the LW Transfer, the Debt Exchange and the Distribution.

“ Tax Proceeding ” means any Tax audit, dispute, examination, contest, litigation, arbitration, action, suits, claim, cause of action, review, inquiry, assessment, hearing, complaint, demand, investigation or proceeding (whether administrative, judicial or contractual).

“ Tax-Related Losses ” means, with respect to any Taxes imposed pursuant to any settlement, determination, judgment or otherwise, (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes and (ii) all damages, costs, and expenses associated with stockholder litigation or controversies and any amount paid by any member of the ConAgra Group or any member of the LW Group in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the LW Transfer, the Debt Exchange or the Distribution.

“ Tax Representation Letters ” means the representations provided by SpinCo and ConAgra to Tax Counsel in connection with the rendering by Tax Counsel of the Tax Opinions.

“ Tax Return ” means any Tax return, statement, report, form, election, bill, certificate, claim or surrender (including estimated Tax returns and reports, extension requests and forms, and information returns and reports), or statement or other document or written information filed or required to be filed with any Taxing Authority, including any amendment thereof, appendix, schedule or attachment thereto.

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“ Taxing Authority ” means any Governmental Authority (domestic or foreign), including, without limitation, any state, municipality, political subdivision or governmental agency, responsible for the imposition, assessment, administration, collection, enforcement or determination of any Tax.

“ Transaction Documents ” has the meaning set forth in the Separation Agreement.

“ Transfer Taxes ” means all U.S. federal, state, local or foreign sales, use, privilege, transfer, documentary, stamp, duties, real estate transfer, controlling interest transfer, recording and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any member of the ConAgra Group or any member of the LW Group in connection with the Internal Restructuring, the LW Transfer, the Debt Exchange or the Distribution.

(b) Each of the following terms is defined in the Section set forth opposite such term:

(c) All capitalized terms used but not defined herein shall have the same meanings as in the Separation Agreement. Any term used in this Agreement which is not defined in this Agreement or the Separation Agreement shall, to the extent the context requires, have the meaning assigned to it in the Code or the applicable Treasury Regulations thereunder (as interpreted in administrative pronouncements and judicial decisions) or in comparable provisions of Applicable Tax Law.

SECTION 2. Sole Tax Sharing Agreement . Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the ConAgra Group, on the one hand, and any member of the LW Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the LW Group or the ConAgra Group shall have any further rights or liabilities thereunder, and, except for Section 4.04(b) of the Separation Agreement, Section 4.2 of the Transition Services Agreement, Section 4.2 of the Reverse Transition Services Agreement, Section 10.3(b) of the Employee Matters Agreement and Sections 3.2 and 3.5 of the Lease, this Agreement shall be the sole Tax sharing agreement between the members of the LW Group on the one hand, and the members of the ConAgra Group, on the other hand.

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SECTION 3. Allocation of Taxes .

(a) General Allocation Principles . Except as provided in Section 3(c ), all Taxes shall be allocated as follows:

(i) Allocation of Taxes for Combined Tax Returns . ConAgra shall be allocated all Taxes reported, or required to be reported, on any Combined Tax Return that any member of the ConAgra Group files or is required to file under the Code or other Applicable Tax Law; provided , however , that to the extent any such Combined Tax Return includes any Tax Item attributable to any member of the LW Group or the LW Business in respect of any Post-Distribution Period, SpinCo shall be allocated all Taxes attributable to such Tax Items as determined by ConAgra in its reasonable discretion.

(ii) Allocation of Taxes for Separate Tax Returns .

(A) ConAgra shall be allocated all Taxes reported, or required to be reported, on a ConAgra Separate Tax Return.

(B) SpinCo shall be allocated all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return.

(iii) Taxes Not Reported on Tax Returns . SpinCo shall be allocated any Tax attributable to any member of the LW Group that is not required to be reported on a Tax Return and ConAgra shall be allocated any Tax attributable to any member of the ConAgra Group that is not required to be reported on a Tax Return.

(b) Allocation Conventions .

(i) All Taxes allocated pursuant to Section 3(a ) shall be allocated in accordance with the Closing of the Books Method; provided , however , that if Applicable Tax Law does not permit a LW Group member to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the LW Group for any Pre-Distribution Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided further that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return, or a Tax Return of a member of the LW Group to the extent attributable to a member of the LW Group, under Section 951(a) of the Code (“ SpinCo 951(a) Taxes ”) that, in either case, are attributable to items for a Pre-Distribution Period (determined in accordance with the Closing of the Books Method as though the Taxable year of each controlled foreign corporation (within the meaning of Section 957 of the Code) giving rise to items ended on the Distribution Date) shall be allocated to ConAgra, and that any SpinCo 951(a) Taxes that, in either case, are attributable to items for a Post-Distribution Period (determined as though the Taxable year of each controlled foreign corporation (within the meaning of Section 957 of the Code) giving rise to items ended on the Distribution Date) shall be allocated to SpinCo;

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(ii) Any Tax Item of SpinCo or any member of their respective Groups arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be allocable to SpinCo and any such transaction by or with respect to SpinCo or any member of their respective Groups occurring after the Distribution Effective Time shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under section 1.1502-76(b)(2)(ii) of the Treasury Regulations (relating to a ratable allocation of a year’s Tax Items)); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal Restructuring, the LW Transfer, the Debt Exchange or the Distribution.

(c) Special Allocation Rules . Notwithstanding any other provision in this Section 3, the following Taxes shall be allocated as follows:

(i) Transfer Taxes . Transfer Taxes shall be allocated 50% to ConAgra and 50% to SpinCo.

(ii) Taxes Relating to ConAgra Compensatory Equity Interests . Any Tax liability (including, for the avoidance of doubt, the satisfaction of any withholding Tax obligation) relating to the issuance, exercise, vesting or settlement of any ConAgra Compensatory Equity Interest shall be allocated in a manner consistent with Section 7.

(iii) Distribution Taxes and Tax-Related Losses . Any liability for Distribution Taxes and Tax-Related Losses resulting from a SpinCo Disqualifying Action shall be allocated in a manner consistent with Section 11(a)(iii).

(iv) Taxes Relating to Deferred Intercompany Transactions . Any liability for income Taxes attributable to transactions described in Treasury Regulations Section 1.1502-13 or comparable provisions of state or local law that are solely between or among members of the LW Group and that are entered into prior to the Distribution Date shall be allocated to SpinCo.

SECTION 4. Preparation and Filing of Tax Returns .

(a) ConAgra Group Combined Tax Returns .

(i) ConAgra shall prepare and file, or cause to be prepared and filed, Combined Tax Returns for which a member of the ConAgra Group is required or, as provided in Section 4(e)(iv ), elects, to file a Combined Tax Return. Each member of any such Combined Group shall execute and file such consents, elections and other documents as may be required, appropriate or otherwise requested by ConAgra in connection with the filing of such Combined Tax Returns.

(ii) To the extent that any member of the LW Group is included in any Combined Return for a Taxable period that includes the Distribution Date, ConAgra shall include in such Combined Return the results of such member of the LW Group on the basis of the Closing of the Books Method to the extent permitted by Applicable Tax Law.

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(b) SpinCo Separate Tax Returns .

(i) Tax Returns to Be Prepared by ConAgra . ConAgra shall prepare (or cause to be prepared) and, to the extent permitted by Applicable Law, file (or cause to be filed) all SpinCo Separate Tax Returns that relate in whole or in part to any Pre-Distribution Period for which ConAgra is liable for any Taxes; provided , however , that with respect to any such Tax Return that is prepared by ConAgra but required to be filed by a member of the LW Group under Applicable Law, ConAgra shall provide such Tax Returns to SpinCo at least 45 days prior to the due date for filing such Tax Returns (taking into account any applicable extension periods) with the amount of any Taxes shown as due thereon, and SpinCo shall, subject to Section 4(d), execute and file (or cause to be executed and filed) the Tax Returns.

(ii) Tax Returns to Be Prepared by SpinCo . SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 4(b)(i ).

(c) Provision of Information; Timing . SpinCo shall maintain all necessary information for ConAgra (or any of its Affiliates) to file any Tax Return that ConAgra is required or permitted to file under this Section 4, and shall provide to ConAgra all such necessary information in accordance with the ConAgra Group’s past practice. ConAgra shall maintain all necessary information for SpinCo (or any of its Affiliates) to file any Tax Return that SpinCo is required or permitted to file under this Section 4, and shall provide SpinCo with all such necessary information in accordance with the LW Group’s past practice.

(d) Review of SpinCo Separate Tax Returns . The party that is required to prepare a SpinCo Separate Tax Return (other than a SpinCo Separate Tax Return that relates solely to a Post-Distribution Period) that is required to be filed after the Distribution Date shall submit a draft of such Tax Return to the non-preparing party, if requested, to the extent (A) such Tax Return relates to Taxes for which the requesting Party would reasonably be expected to be liable, or (B) such Tax Return relates to Taxes for which the requesting Party would reasonably be expected to have a claim for Tax Benefits under this Agreement. The Party responsible for preparing (or causing to be prepared) the relevant Tax Return shall (x) use its reasonable best efforts to make such portion of such Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide the requesting Party with a meaningful opportunity to analyze and comment on such Tax Return and (y) use reasonable efforts to have such Tax Return modified before filing, taking into account the Person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability allocable to the requesting Party with respect to such Return is material. The Parties shall attempt in good faith to resolve any issues arising out of the review of such Tax Return.

(e) Special Rules Relating to the Preparation of Tax Returns .

(i) General Rule . Except as provided in this Section 4(e)(i ), SpinCo shall prepare (or cause to be prepared) any Tax Return for which it is responsible under this Section 4 in accordance with past practices, accounting methods, elections or conventions (“ Past Practices ”) used by the members of the ConAgra Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, as directed by ConAgra.

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(ii) Consistency with Intended Tax-Free Treatment . All Tax Returns that include any member of the ConAgra Group or any member of the LW Group shall be prepared in a manner that is consistent with the Intended Tax-Free Treatment.

(iii) SpinCo Separate Tax Returns . With respect to any SpinCo Separate Tax Return for which SpinCo is responsible pursuant to this Agreement, SpinCo and the other members of the LW Group shall include such Tax Items in such SpinCo Separate Tax Return in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which ConAgra is responsible to the extent such Tax Items are allocated in accordance with this Agreement.

(iv) Election to File Combined Tax Returns . ConAgra shall have the sole discretion to file any Combined Tax Return if the filing of such Tax Return is elective under Applicable Tax Law.

(v) Preparation of Transfer Tax Returns . The Company required under Applicable Tax Law to file any Tax Returns in respect of Transfer Taxes shall prepare and file (or cause to be prepared and filed) such Tax Returns. If required by Applicable Tax Law, ConAgra and SpinCo shall, and shall cause their respective Affiliates to, cooperate in preparing and filing, and join the execution of, any such Tax Returns.

(f) Payment of Taxes . ConAgra shall pay (or cause to be paid) to the proper Taxing Authority (or to SpinCo with respect to any SpinCo Separate Tax Return prepared by ConAgra but required to be filed by a member of the LW Group under Applicable Tax Law) the Tax shown as due on any Tax Return for which a member of the ConAgra Group is responsible under this Section 4, and SpinCo shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member of the LW Group is responsible under this Section 4. If any member of the ConAgra Group is required to make a payment to a Taxing Authority for Taxes allocated to SpinCo under Section 3, SpinCo shall pay the amount of such Taxes to ConAgra in accordance with Section 11 and Section 12. If any member of the LW Group is required to make a payment to a Taxing Authority for Taxes allocated to ConAgra under Section 3, ConAgra shall pay the amount of such Taxes to SpinCo in accordance with Section 11 and Section 12.

SECTION 5. Apportionment of Earnings and Profits and Tax Attributes .

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the ConAgra Group and the members of the LW Group in accordance with ConAgra’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign law, as determined by ConAgra in its sole discretion.

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(b) ConAgra shall in good faith advise SpinCo as soon as reasonably practicable after the close of the relevant Taxable period in which the Distribution occurs in writing of the portion, if any, of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute which ConAgra determines shall be allocated or apportioned to the members of the LW Group under Applicable Tax Law. All members of the LW Group shall prepare all Tax Returns in accordance with such written notice. In the event of an adjustment to the earnings and profits, any Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by ConAgra, ConAgra shall promptly notify SpinCo in writing of such adjustment. For the avoidance of doubt, ConAgra shall not be liable to any member of the LW Group for any failure of any determination under this Section 5(b ) to be accurate under Applicable Tax Law, provided such determination was made in good faith.

(c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the ConAgra Group or the LW Group pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 5 , as determined by ConAgra in good faith.

SECTION 6. Utilization of Tax Attributes .

(a) Amended Returns . Any amended Tax Return or claim for a refund with respect to any member of the LW Group may be made only by the party responsible for preparing the original Tax Return with respect to such member of the LW Group pursuant to Section 4.

(b) ConAgra Discretion . SpinCo hereby agrees that ConAgra shall be entitled to determine in its sole discretion whether to (x) file or to cause to be filed any claim for a refund or adjustment of Taxes with respect to any Combined Return in order to claim in any Pre-Distribution Period any SpinCo Carried Item, (y) make or cause to be made any available elections to waive the right to claim in any Pre-Distribution Period, with respect to any Combined Return, any SpinCo Carried Item, and (z) make or cause to be made any affirmative election to claim in any Pre-Distribution Period any SpinCo Carried Item. Subject to Section 6(c), SpinCo shall submit a written request to ConAgra in order to seek ConAgra’s consent with respect to any of the actions described in this Section 6(b).

(c) SpinCo Carrybacks to Combined Returns .

(i) Each member of the SpinCo Group shall elect, to the extent permitted by Applicable Tax Law, to forgo the right to carry back any SpinCo Carried Item from a Post-Distribution Period to a Combined Return.

(ii) If a member of the SpinCo Group determines that it is required by Applicable Tax Law to carry back any SpinCo Carried Item to a Combined Return, it shall notify ConAgra in writing of such determination at least 90 days prior to filing the Tax Return on which such carryback will be reflected. If ConAgra disagrees with such determination, the parties shall resolve their disagreement pursuant to the procedures set forth in Section 23.

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(iii) For the avoidance of doubt, if a SpinCo Carried Item is carried back to a Combined Return for any reason, no member of the ConAgra Group shall be required to make any payment to, or otherwise compensate, any member of the SpinCo Group in respect of such SpinCo Carried Item.

(b) Carryforwards to Separate Tax Returns . If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to Section 5, and is carried forward or back to a SpinCo Separate Tax Return, any Tax Benefits arising from such carryforward shall be retained by the LW Group. If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to Section 5, and is carried forward or back to a ConAgra Separate Tax Return, any Tax Benefits arising from such carryforward or carryback shall be retained by the ConAgra Group.

SECTION 7. Deductions and Reporting for Certain Awards .

(a) Deductions . To the extent permitted by Applicable Tax Law, income Tax deductions with respect to the issuance, exercise, vesting or settlement after the Distribution Date of any ConAgra Compensatory Equity Interests or SpinCo Compensatory Equity Interests shall be claimed (A) in the case of an active officer or employee, solely by the Group that employs such Person at the time of such issuance, exercise, vesting, or settlement, as applicable; (B) in the case of a former officer or employee, solely by the Group that was the last to employ such Person and; (C) in the case of a director or former director (who is not an officer or employee or former officer or employee of a member of either Group), (x) solely by the ConAgra Group if such person was, at any time before or after the Distribution, a director of any member of the ConAgra Group, and (y) in any other case, solely by the LW Group.

(b) If, notwithstanding clause (a), the LW Group actually utilizes any deductions for a Taxable period ending after the Distribution Date with respect to (i) the issuance, exercise, vesting or settlement after the Distribution Date of any ConAgra Compensatory Equity Interests, (ii) any liability with respect to compensation required to be paid or satisfied by, or otherwise allocated to, any member of the ConAgra Group in accordance with any Transaction Document, SpinCo shall promptly remit an amount equal to the overall net reduction in actual cash Taxes paid by the LW Group (determined on a “with and without” basis) resulting from the event giving rise to such deduction (and any income in respect of such event, subject to Section 12(b )) in the year of such event. If a Taxing Authority subsequently reduces or disallows the use of such a deduction by the LW Group, ConAgra shall return an amount equal to the overall net increase in Tax liability of the LW Group owing to the Taxing Authority to the remitting party.

(c) Withholding and Reporting . For any Taxable period (or portion thereof), except as ConAgra may at any time determine in its reasonable discretion, ConAgra shall satisfy, or shall cause to be satisfied, all applicable withholding and reporting responsibilities (including all income, payroll or other Tax reporting related to income to any current or former employees) with respect to the issuance, exercise, vesting or settlement of such ConAgra Compensatory

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Equity Interests that settle with or with respect to stock of ConAgra. For any Taxable period (or portion thereof), SpinCo shall satisfy, or shall cause to be satisfied, all applicable withholding and reporting responsibilities (including all income, payroll or other Tax reporting related to income to any current or former employees) with respect to the exercise, vesting or settlement of such SpinCo Compensatory Equity Interests that settle with or with respect to stock of SpinCo. ConAgra and SpinCo acknowledge and agree that the parties shall cooperate with each other and with third-party providers to effectuate withholding and remittance of Taxes, as well as required Tax reporting, in a timely manner.

SECTION 8. Tax Benefits .

(a) ConAgra Tax Benefits . ConAgra shall be entitled to any Tax Benefits (including, in the case of any refund received, any interest thereon actually received) received by any member of the ConAgra Group or any member of the LW Group, other than any Tax Benefits (or any amounts in respect of Tax Benefits) to which SpinCo is entitled pursuant to Section 8(b). SpinCo shall not be entitled to any Tax Benefits received by any member of the ConAgra Group or the LW Group, except as set forth in Section 8(b).

(b) SpinCo Tax Benefits . SpinCo shall be entitled to any Tax Benefits (including, in the case of any refund received, any interest thereon actually received) received by any member of the ConAgra Group or any member of the LW Group after the Distribution Date with respect to any Tax allocated to a member of the LW Group under this Agreement (including, for the avoidance of doubt, any amounts allocated to SpinCo pursuant to Section 3(c)(iii) or Section 3(c)(iv)).

(c) A Company receiving (or realizing) a Tax Benefit to which another Company is entitled hereunder (a “ Tax Benefit Recipient ”) shall pay over the amount of such Tax Benefit (including interest received from the relevant Taxing Authority, but net of any Taxes imposed with respect to such Tax Benefit and any other reasonable costs) within thirty (30) days of receipt thereof (or from the due date for payment of any Tax reduced thereby); provided, however , that the other Company, upon the request of such Tax Benefit Recipient, shall repay the amount paid to the other Company (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event that, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed.

SECTION 9. Certain Representations and Covenants .

(a) Representations .

(i) SpinCo and each other member of the LW Group represents that as of the date hereof, and covenants that as of the Distribution Date, there is no plan or intention:

(A) to liquidate SpinCo or to merge or consolidate any member of the LW Group with any other Person subsequent to the Distribution;

(B) to sell or otherwise dispose of any material asset of any member of the LW Group, except in the ordinary course of business;

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(C) to take or fail to take any action in a manner that is inconsistent with the written information and representations furnished by SpinCo to Tax Counsel in connection with the Tax Representation Letters or Tax Opinions;

(D) to repurchase stock of SpinCo other than in a manner that satisfies the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48) and consistent with any representations made to Tax Counsel in connection with the Tax Representation Letters;

(E) to take or fail to take any action in a manner that management of SpinCo knows, or should know, is reasonably likely to contravene any Existing GRA or (ii) any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the LW Group is a party; or

(F) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution) that could reasonably be expected to cause the Distribution to be treated as part of a plan (within the meaning of Section 355(e) of the Code) pursuant to which one or more Persons acquire directly or indirectly SpinCo stock representing a 50% or greater interest within the meaning of Section 355(d)(4) of the Code.

(b) Covenants .

(i) SpinCo shall not, and shall not permit any other member of the LW Group to, take or fail to take any action that constitutes a SpinCo Disqualifying Action.

(ii) SpinCo shall not, and shall not permit any other member of the LW Group to, take or fail to take any action that is inconsistent with the information and representations furnished by SpinCo to Tax Counsel in connection with the Tax Representation Letters or Tax Opinions;

(iii) SpinCo shall not, and shall not permit any other member of the LW Group to, take or fail to take any action in a manner that management of SpinCo knows, or should know, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the LW Group or the ConAgra Group is a party;

(iv) SpinCo shall not, and shall not permit any other member of the LW Group to, take or fail to take any action with respect to the SpinCo Securities that would result in the (x) retirement or repurchase, in whole or in part, of the SpinCo Securities, (y) any change in obligor of the SpinCo Securities, or (z) the occurrence of a “significant modification” within the meaning of Treasury Regulations Section 1.1001-3(e) of the SpinCo Securities, in each case, on or prior to the fifth anniversary of the Distribution Date.

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(v) During the two-year period following the Distribution Date:

(A) SpinCo shall (w) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (x) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (y) cause each other member of the LW Group whose Active Trade or Business is relied upon for purposes of qualifying the Distribution for the Intended Tax-Free Treatment to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other Applicable Tax Law, and (z) not engage in any transaction or permit any other member of the LW Group to engage in any transaction that would result in a member of the LW Group described in clause (z) hereof ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) of the Code or such other Applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of each of clauses (w) through (z) hereof;

(B) SpinCo shall not repurchase stock of SpinCo in a manner contrary to the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48) or inconsistent with any representations made by SpinCo to Tax Counsel in connection with the Tax Representation Letters;

(C) SpinCo shall not, and shall not agree to, merge, consolidate or amalgamate with any other Person;

(D) SpinCo shall not, and shall not permit any other member of the LW Group to, or to agree to, sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Interests of SpinCo or of any other member of the LW Group; provided , however , that SpinCo may issue Equity Interests to the extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d);

(E) SpinCo shall not, and shall not permit any other member of the LW Group to (I) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Interests of SpinCo, (II) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Interests of SpinCo or (III) approve or otherwise permit any proposed business combination or any transaction which, in the cause of clauses (I) or (II), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the Distribution, could result in one or more Persons acquiring (except

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for acquisitions that otherwise satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in SpinCo (or any successor thereto) (any such transaction, a “ Proposed Acquisition Transaction ”); provided further that any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in the restrictions in this clause (viii) and the interpretation thereof;

(F) if any member of the LW Group proposes to enter into any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40% (a “ Section 9(b)(v)(F) Acquisition Transaction ”) or, to the extent SpinCo has the right to prohibit any Section 9(b)(v)(F) Acquisition Transaction, proposes to permit any Section 9(b)(v)(F) Acquisition Transaction to occur, in each case, SpinCo shall provide ConAgra, no later than 10 Business Days following the signing of any written agreement with respect to the Section 9(b)(v)(F) Acquisition Transaction, a written description of such transaction (including the type and amount of Equity Interests of SpinCo to be issued in such transaction) and a certificate of the board of directors of SpinCo to the effect that the Section 9(b)(v)(F) Acquisition Transaction is not a Proposed Acquisition Transaction.

(G) SpinCo shall not, and shall not permit any other member of the LW Group to, amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of the Equity Interests of SpinCo (including, without limitation, through the conversion of one class of Equity Interests of SpinCo into another class of Equity Interests of SpinCo).

(vi) SpinCo shall not take or fail to take, or permit any other member of the LW Group to take or fail to take, any action which prevents or could reasonably be expected to result in Tax treatment that is inconsistent with the Intended Tax-Free Treatment.

(vii) With respect to any Foreign SpinCo Subsidiary, SpinCo shall not, and shall not permit any other member of the LW Group to, for the period after the Distribution Date through May 28, 2017:

(A) make or change any Tax election, amend any Tax Return, change any method of Tax accounting or change the Taxable period of any Foreign SpinCo Subsidiary for any Tax year for U.S. or foreign tax reporting purposes that includes the Distribution Date;

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(B) cause or permit a distribution (within the meaning of Section 301 of the Code) to be made with respect to the capital stock of any Foreign SpinCo Subsidiary;

(C) make or cause to be made any investment in U.S. property within the meaning of Section 956 of the Code; or

(D) restructure the business of any Foreign SpinCo Subsidiary or engage in any extraordinary transaction;

in each case, if such transaction would be reasonably likely to (i) generate earnings and profits of the Foreign SpinCo Subsidiary (as determined under the Code) that is taxed at a rate materially lower than the statutory rate applicable to the Foreign SpinCo Subsidiary in the applicable jurisdiction, (ii) give rise to any income to ConAgra or ConAgra Group under Section 951 of the Code or (iii) would otherwise adversely impact the amount of ConAgra or ConAgra Group’s associated deemed-paid foreign tax credits within the meaning of Section 902 of the Code.

(viii) SpinCo shall, or shall cause the relevant SpinCo Subsidiary to, enter into new gain recognition agreements with respect to the Existing GRAs pursuant to Section 1.367(a)-8 of the Treasury Regulations so as to render an exception set forth in Section 1.367(a)-8(k) available with respect to any “triggering event” arising by reason of the transactions contemplated by the Transaction Documents. Each such new gain recognition agreement shall, to the extent consistent with the corresponding Existing GRA, contain an election under Section 1.367(a)-8(c)(2)(vi) to report any gain recognized under Section 1.367(a)-8(c)(1)(i) in the taxable year during which a gain recognition event occurs.

(ix) From the date hereof until April 24, 2017, SpinCo shall not, and shall cause each other member of the LW Group to not, take any action or fail to take any action that could reasonably be expected to give rise to a “Credit Recapture,” as such term is defined under the NMTC Guaranty Agreements.

(x) From the date hereof until June 24, 2017, SpinCo shall not, and shall cause each other member of the LW Group to not, take any action inconsistent with the obligations of SpinCo or any other member of the LW Group under the NMTC Option Agreements.

(c) SpinCo Covenants Exceptions . Notwithstanding the provisions of Section 9(b), SpinCo and the other members of the LW Group may take any action that would reasonably be expected to be inconsistent with the covenants contained in (b ), if either: (i) SpinCo notifies ConAgra of its proposal to take such action and SpinCo and ConAgra obtain a ruling from the IRS to the effect that such action will not affect the Intended Tax-Free Treatment, provided that SpinCo agrees in writing to bear any expenses associated with obtaining such a ruling and, provided further that the LW Group shall not be relieved of any liability under Section 11(a ) of this Agreement by reason of seeking or having obtained such a ruling; or (ii) SpinCo notifies

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ConAgra of its proposal to take such action and obtains an unqualified opinion of counsel (A) from a Tax advisor recognized as an expert in federal income Tax matters and acceptable to ConAgra in its sole discretion, (B) on which ConAgra may rely and (C) to the effect that such action “will” not affect the Intended Tax-Free Treatment, provided further that the LW Group shall not be relieved of any liability under Section 11(a ) of this Agreement by reason of having obtained such an opinion.

SECTION 10. Protective Section 336(e) Elections .

(a) Section 336(e) Election. Pursuant to Treasury Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), ConAgra and SpinCo agree that ConAgra shall make a timely protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder for each member of the LW Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “ Section 336(e) Election ”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury Regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury Regulations Section 1.336-1(b)(5)(i)(B) or Treasury Regulations Section 1.336-1(b)(5)(ii).

(b) ConAgra TRA . If any failure of the Intended Tax-Free Treatment of the Internal Restructuring, the LW Transfer, the Debt Exchange or the Distribution results in Taxes (including any Taxes attributable to the Section 336(e) Election) that are not allocated to SpinCo pursuant to Section 3, (i) ConAgra shall be entitled to periodic payments from SpinCo equal to the product of (x) 85% of the Tax savings arising from the step-up in Tax basis resulting from the Section 336(e) Election and (y) the percentage of Taxes airing from such failure that are not allocated to SpinCo pursuant to Section 3, and (ii) the Parties shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payments; provided that any such tax saving in clause (i) shall be determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any carryforwards). Notwithstanding the foregoing, ConAgra may, at its sole discretion, waive its right to receive any and all payments pursuant to this Section 10(b).

SECTION 11 . Indemnities .

(a) SpinCo Indemnity to ConAgra . SpinCo and each other member of the LW Group shall jointly and severally indemnify ConAgra and the other members of the ConAgra Group against, and hold them harmless, without duplication, from:

(i) any Tax liability allocated to SpinCo pursuant to Section 3;

(ii) any Tax liability and Tax-Related Losses attributable to a breach, after the Distribution Effective Time, by SpinCo or any other member of the LW Group of any representation or covenant contained in this Agreement.

(iii) any Distribution Taxes and Tax-Related Losses attributable to a SpinCo Disqualifying Action (including, for the avoidance of doubt, any Taxes and Tax-Related Losses resulting from any action for which the conditions set forth in Section 9(c) are satisfied); and

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(iv) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (i), (ii) or (iii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, liability or damage.

(b) ConAgra Indemnity to SpinCo . Except in the case of any liabilities described in Section 11(a ), ConAgra and each other member of the ConAgra Group will jointly and severally indemnify SpinCo and the other members of the LW Group against, and hold them harmless, without duplication, from:

(i) any Tax liability allocated to ConAgra pursuant to Section 3;

(ii) any Taxes imposed on any member of the LW Group under Treasury Regulations Section 1.1502-6 (or similar or analogous provision of state, local or foreign law) solely as a result of any such member being or having been a member of a Combined Group; and

(iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (i) or (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, liability or damage;

(c) Discharge of Indemnity . SpinCo, ConAgra and the members of their respective Groups shall discharge their obligations under Section 11(a ) or Section 11(b ) hereof, respectively, by paying the relevant amount in accordance with Section 12, within 30 Business Days of demand therefor. Any such demand shall include a statement showing the amount due under Section 11(a ) or Section 11(b ), as the case may be. Notwithstanding the foregoing, if any member of the LW Group or any member of the ConAgra Group disputes in good faith the fact or the amount of its obligation under Section 11(a ) or Section 11(b ), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 23 hereof; provided , however , that any amount not paid within 30 Business Days of demand therefor shall bear interest as provided in Section 12.

(d) Tax Benefits . If an indemnification obligation of any Indemnifying Party under this Section 11 arises in respect of an adjustment that makes allowable to an Indemnitee any Tax Benefit which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 11(d ), minus (ii) the reduction in actual cash Taxes payable by the Indemnitee in the taxable year such indemnification obligation arises and the two taxable years following such year, determined on a “with and without” basis.

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SECTION 12 . Payments .

(a) Timing . All payments to be made under this Agreement (excluding, for the avoidance of doubt, any payments to a Taxing Authority described herein) shall be made in immediately available funds. Except as otherwise provided, all such payments will be due thirty (30) Business Days after the receipt of notice of such payment or, where no notice is required, thirty (30) Business Days after the fixing of liability or the resolution of a dispute (the “ Due Date ”). Payments shall be deemed made when received. Any payment that is not made on or before the Due Date shall bear interest at the rate equal to the “prime” rate as published on such Due Date in the Wall Street Journal, Eastern Edition, for the period from and including the date immediately following the Due Date through and including the date of payment. With respect to any payment required to be made under this Agreement, ConAgra has the right to designate, by written notice to SpinCo, which member of the ConAgra Group will make or receive such payment.

(b) Treatment of Payments . To the extent permitted by Applicable Tax Law, any payment made by ConAgra or any member of the ConAgra Group to SpinCo or any member of the LW Group, or by SpinCo or any member of the LW Group to ConAgra or any member of the ConAgra Group, pursuant to this Agreement, the Separation Agreement or any other Transaction Document that relates to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the parties hereto for all Tax purposes as a distribution by SpinCo to ConAgra, or a capital contribution from ConAgra to SpinCo, as the case may be; provided, however, that any payment made pursuant to Section 1.03 of the Separation Agreement shall instead be treated as if the party required to make a payment of received amounts had received such amounts as agent for the other party; provided further that any payment made pursuant to Sections 4.1, 4.3 or 4.4 of the Transition Services Agreement or Sections 4.1, 4.3 or 4.4 of the Reverse Transition Services Agreement shall instead be treated as a payment for services; provided further that any payment made pursuant to Sections 3.3, 3.5, 10.1, and 10.2 of the Lease shall instead be treated as a payment made by a lessee to a lessor; provided further that any payment made pursuant to Sections 1 or 4 of the Option shall instead be treated as a payment made by an optionee to an optionor. In the event that a Taxing Authority asserts that a party’s treatment of a payment described in this Section 12(b ) should be other than as required herein, such party shall use its reasonable best efforts to contest such assertion in a manner consistent with Section 15 of this Agreement.

(c) No Duplicative Payment . It is intended that the provisions of this Agreement shall not result in a duplicative payment of any amount required to be paid under the Separation Agreement or any other Transaction Document, and this Agreement shall be construed accordingly.

SECTION 13 . Guarantees . ConAgra or SpinCo, as the case may be, shall guarantee or otherwise perform the obligations of each other member of the ConAgra Group or the LW Group, respectively, under this Agreement.

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SECTION 14. Communication and Cooperation .

(a) Consult and Cooperate . ConAgra and SpinCo shall consult and cooperate (and shall cause each other member of their respective Groups to consult and cooperate) fully at such time and to the extent reasonably requested by the other party in connection with all matters subject to this Agreement. Such cooperation shall include, without limitation:

(i) the retention, and provision on reasonable request, of any and all information including all books, records, documentation or other information pertaining to Tax matters relating to the LW Group (or, in the case of any Tax Return of the ConAgra Group, the portion of such return that relates to Taxes for which the LW Group may be liable pursuant to this Agreement), any necessary explanations of information, and access to personnel, until one year after the expiration of the applicable statute of limitation (giving effect to any extension, waiver or mitigation thereof);

(ii) the execution of any document that may be necessary (including to give effect to Section 15) or helpful in connection with any required Tax Return or in connection with any audit, proceeding, suit or action; and

(iii) the use of the parties’ commercially reasonable efforts to obtain any documentation from a Governmental Authority or a third party that may be necessary or helpful in connection with the foregoing.

(b) Provide Information. Except as set forth in Section 15, ConAgra and SpinCo shall keep each other reasonably informed with respect to any material development relating to the matters subject to this Agreement.

(c) Tax Attribute Matters . ConAgra and SpinCo shall promptly advise each other with respect to any proposed Tax adjustments that are the subject of an audit or investigation, or are the subject of any proceeding or litigation, and that may affect any Tax liability or any Tax Attribute (including, but not limited to, basis in an asset or the amount of earnings and profits) of any member of the LW Group or any member of the ConAgra Group, respectively.

(d) Confidentiality and Privileged Information . Any information or documents provided under this Agreement shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the ConAgra Group or LW Group, respectively, shall be required to provide any member of the LW Group or ConAgra Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to SpinCo, the business or assets of any member of the LW Group, or matters for which SpinCo or ConAgra Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the ConAgra Group or the LW Group, respectively, be required to provide any member of the LW Group or ConAgra Group, respectively, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege. Notwithstanding the foregoing, in the event that ConAgra or SpinCo, respectively, determines that the provision of any information to any member of the LW Group or ConAgra Group, respectively, could be commercially detrimental or violate any law or

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agreement to which ConAgra or SpinCo, respectively, is bound, ConAgra or SpinCo, respectively, shall not be required to comply with the foregoing terms of this Section 14(d ) except to the extent that it is able, using commercially reasonable efforts, to do so while avoiding such harm or consequence (and shall promptly provide notice to ConAgra or SpinCo, to the extent such access to or copies of any information is provided to a Person other than a member of the ConAgra Group or LW Group (as applicable)).

SECTION 15. Audits and Contest .

(a) Notice . Each of ConAgra or SpinCo shall promptly notify the other in writing upon the receipt of any notice of Tax Proceeding from the relevant Taxing Authority that may affect the liability of any member of the LW Group or the ConAgra Group, respectively, for Taxes under Applicable Law or this Agreement; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the indemnifying party is prejudiced by such failure

(b) ConAgra Control . Notwithstanding anything in this Agreement to the contrary but subject to Section 15(d), ConAgra shall have the right to control all matters relating to any Tax Return, or any Tax Proceeding, with respect to any Tax matters of a Combined Group or any member of a Combined Group (as such). ConAgra shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax matter described in the preceding sentence; provided , however , that to the extent that any Tax Proceeding relating to such a Tax matter is reasonably likely to give rise to an indemnity obligation of SpinCo under Section 11 hereof, a) ConAgra shall keep SpinCo informed of all material developments and events relating to any such Tax Proceeding described in this proviso and b) at its own cost and expense, SpinCo shall have the right to participate in (but not to control) the defense of any such Tax Proceeding, provided that SpinCo’s rights with respect to any such Tax Proceeding occurring under CAP (a “ CAP Proceeding ”) shall be limited to the information rights in clause (i) of the preceding proviso.

(c) SpinCo Assumption of Control; Non-Distribution Taxes . If ConAgra determines that the resolution of any matter pursuant to a Tax Proceeding (other than a Tax Proceeding relating to Distribution Taxes) is reasonably likely to have an adverse effect on the LW Group with respect to any Post-Distribution Period, ConAgra, in its sole discretion, may permit SpinCo to elect to assume control over disposition of such matter at SpinCo’s sole cost and expense; provided , however , that if SpinCo so elects, it will (i) be responsible for the payment of any liability arising from the disposition of such matter notwithstanding any other provision of this Agreement to the contrary and (ii) indemnify the ConAgra Group for any increase in a liability and any reduction of a Tax asset of the ConAgra Group arising from such matter.

(d) SpinCo Participation; Distribution Taxes . ConAgra shall have the right to control any Tax Proceeding relating to Distribution Taxes, provided that ConAgra shall keep SpinCo fully informed of all material developments and (i) if the Tax Proceeding is not a CAP Proceeding, shall permit SpinCo a reasonable opportunity to participate in the defense of the matter and (ii) if the Tax Proceeding is a CAP Proceeding, then (x) if such CAP Proceeding is reasonably likely to give rise to an indemnity obligation of SpinCo under Section 11 hereof, ConAgra shall permit SpinCo a reasonable opportunity to participate in the defense of the matter

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solely with respect to the portion of the CAP Proceeding that relates to Distribution Taxes, and (y) for any CAP Proceeding not described in clause (x), SpinCo’s right to participate in the defense of the matter shall be limited to the right to comment in advance on any written submissions with respect to Distribution Taxes.

SECTION 16 . Notices. All notices, requests, permissions, waivers and other communications hereunder will be in writing and will be deemed to have been duly given (a) when sent, if sent by telecopy, (b) when delivered, if delivered personally to the intended recipient and (c) one Business Day following sending by overnight delivery via an international courier service and, in each case, addressed to a Company at the following address for such Company,

if to ConAgra or the ConAgra Group, to:

ConAgra Foods, Inc.

222 W. Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

Attention: Colleen Batcheler

Email: Colleen.Batcheler@conagrafoods.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Neil Barr

Email: Neil.Barr@davispolk.com

if to SpinCo or the LW Group, to:

Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Attention: Eryk Spytek

Email: Eryk.Spytek@conagrafoods.com

or to such other address(es) as may be furnished in writing by any such Company to the other Companies in accordance with the provisions of this Section 16 .

SECTION 17. Costs and Expenses . Except as expressly set forth in this Agreement, each party shall bear its own costs and expenses incurred pursuant to this Agreement. For purposes of this Agreement, costs and expenses shall include, but not be limited to, reasonable attorneys’ fees, accountants’ fees and other related professional fees and disbursements. For the avoidance of doubt, unless otherwise specifically provided in the Transaction Documents, all liabilities, costs and expenses incurred in connection with this Agreement by or on behalf of SpinCo or any member of the LW Group in any Pre-Distribution Period shall be the responsibility of ConAgra and shall be assumed in full by ConAgra.

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SECTION 18. Effectiveness; Termination and Survival . Except as expressly set forth in this Agreement, as between ConAgra and SpinCo, this Agreement shall become effective upon the consummation of the Distribution. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Distribution upon termination of the Separation Agreement.

SECTION 19. Specific Performance . Each party hereto agrees that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages, this being in addition to any other remedy to which any such party is entitled at Law or in equity. Each party hereto further agrees that no other party or any other Person will be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 19 , and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

SECTION 20. Construction . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. References to any document, instrument or agreement (including this Agreement) includes and incorporates all exhibits, disclosure letters, schedules and other attachments thereto. Unless the context otherwise requires, any references to a “Section” or “Schedule” will be to a Section or Schedule to or of this Agreement. The use of the words “include” or “including” in this Agreement will be deemed to be followed by the words “without limitation.” The use of the word “covenant” will mean “covenant and agreement.” The use of the words “or,” “either” or “any” will not be exclusive. Days means calendar days unless specified as Business Days. References to statutes will include all regulations promulgated thereunder, and references to statutes or regulations will be construed to include all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation as of the date hereof. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement or any other Transaction Document, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a party, such party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the parties hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

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SECTION 21. Entire Agreement; Amendments and Waivers .

(a) Entire Agreement .

(i) This Agreement and the other Transaction Documents, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, together constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter. If there is a conflict between any provision of this Agreement and a provision of any other Transaction Document, the provision of this Agreement will control unless specifically provided otherwise in this Agreement.

(ii) THE PARTIES ACKNOWLEDGE AND AGREE THAT NO REPRESENTATION, WARRANTY, PROMISE, INDUCEMENT, UNDERSTANDING, COVENANT OR AGREEMENT HAS BEEN MADE OR RELIED UPON BY ANY PARTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE OTHER TRANSACTION DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET FORTH IN THE PRECEDING SENTENCE, NEITHER CONAGRA NOR ANY OF ITS AFFILIATES HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES IN ANY PRESENTATION OR WRITTEN INFORMATION RELATING TO THE LW BUSINESS GIVEN OR TO BE GIVEN IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR IN ANY FILING MADE OR TO BE MADE BY OR ON BEHALF OF CONAGRA OR ANY OF ITS AFFILIATES WITH ANY GOVERNMENTAL AUTHORITY, AND NO STATEMENT MADE IN ANY SUCH PRESENTATION OR WRITTEN MATERIALS, MADE IN ANY SUCH FILING OR CONTAINED IN ANY SUCH OTHER INFORMATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE. SPINCO ACKNOWLEDGES THAT CONAGRA HAS INFORMED IT THAT NO PERSON HAS BEEN AUTHORIZED BY CONAGRA OR ANY OF ITS AFFILIATES TO MAKE ANY REPRESENTATION OR WARRANTY IN RESPECT OF THE LW BUSINESS OR IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, UNLESS IN WRITING AND CONTAINED IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS TO WHICH THEY ARE A PARTY.

(b) Amendments and Waivers .

(i) This Agreement may be amended, and any provision of this Agreement may be waived, if and only if such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by the parties or, in the case of a waiver, by the party against whom the waiver is to be effective.

(ii) No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of

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any other right, power or privilege. Except as otherwise provided herein, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any term, covenant or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but only by a written notice signed by such party expressly waiving such term, covenant or condition. The waiver by any party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

SECTION 22. Governing Law and Interpretation . The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Delaware, without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply.

SECTION 23. Dispute Resolution . In the event of any dispute relating to this Agreement, the parties shall work together in good faith to resolve such dispute within thirty (30) days. In the event that such dispute is not resolved, upon written notice by a party after such thirty (30)-day period, the matter shall be referred to a U.S. Tax counsel or other Tax advisor of recognized national standing (the “ Tax Arbiter ”) that will be jointly chosen by the ConAgra and SpinCo; provided , however , that, if the ConAgra and SpinCo do not agree on the selection of the Tax Arbiter after five (5) days of good faith negotiation, the Tax Arbiter shall consist of a panel of three U.S. Tax counsel or other Tax advisor of recognized national standing with one member chosen by the ConAgra, one member chosen by SpinCo, and a third member chosen by mutual agreement of the other members within the following ten (10)-day period. Each decision of a panel Tax Arbiter shall be made by majority vote of the members. The Tax Arbiter may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Arbiter shall furnish written notice to the parties to the dispute of its resolution of the dispute as soon as practicable, but in any event no later than ninety (90) days after acceptance of the matter for resolution. Any such resolution by the Tax Arbiter shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Arbiter shall be shared equally by the parties to the dispute. If the parties are unable to find a Tax Arbiter willing to adjudicate the dispute in question and whom the parties, acting in good faith, find acceptable, then the dispute shall be resolved in the manner set forth in Article 5 of the Separation Agreement .

SECTION 24. Counterparts . This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, the other parties hereto will re-execute original forms thereof and deliver them to the requesting party.

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SECTION 25. Successors and Assigns; Third Party Beneficiaries . Except as provided below, this Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns, by merger, acquisition of assets or otherwise (including but not limited to any successor of a party hereto succeeding to the Tax Attributes of such party under Applicable Tax Law). This Agreement is not intended to benefit any Person other than the parties hereto and such successors and assigns, and no such other Person shall be a third party beneficiary hereof. Upon the Distribution, this Agreement shall be binding on SpinCo and shall be subject to the obligations and restrictions imposed on SpinCo hereunder, including, without limitation, the indemnification obligations of SpinCo under Section 11.

SECTION 26. Authorization, Etc . Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.

SECTION 27. Change in Tax Law . Any reference to a provision of the Code, Treasury Regulations or any other Applicable Tax Law shall include a reference to any applicable successor provision of the Code, Treasury Regulations or other Applicable Tax Law.

SECTION 28. Principles . This Agreement is intended to calculate and allocate certain Tax liabilities of the members of the LW Group and the members of the ConAgra Group to SpinCo and ConAgra (and their respective Groups), and any situation or circumstance concerning such calculation and allocation that is not specifically contemplated by this Agreement shall be dealt with in a manner consistent with the underlying principles of calculation and allocation in this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first written above.

SCHEDULE A

The following transactions occurring pursuant to the Internal Restructuring are hereby identified as being free from Tax to the extent set forth herein (the “ Internal Tax-Free Transactions ”), any:

(A) the filing of elections under Treas. Reg. Sec. 301.7701-3 to treat the applicable entities as disregarded from their owners for U.S. federal income tax purposes in transactions intended to qualify as distributions of property in complete liquidation of a corporation pursuant to Section 332 of the Code;

(B) transfers to existing and newly-formed entities intended to qualify as transfers pursuant to Section 351 of the Code;

(C) a transfer and distribution, taken together, intended to qualify as a reorganization described in Section 368(a)(1)(D) of the Code;

(D) distributions intended to qualify as the distribution of the “controlled corporation” stock to the shareholders of the “distributing corporation” pursuant to Section 355 of the Code; and

(E) a transfer intended to qualify as a reorganization described in Section 368(a)(1)(F) of the Code.

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SCHEDULE A

“ Existing GRAs ” means:

(i) the gain recognition agreement, in regards to Lamb Weston Netherlands BV, to be filed with ConAgra Foods, Inc. fiscal year 2017 federal income tax return upon the contribution by ConAgra Foods, Inc., to Lamb Weston International BV of 100% of the shares of Lamb Weston Netherlands BV and

(ii) the gain recognition agreement, in regards to ConAgra Foods Japan KK, filed with ConAgra Foods, Inc. fiscal year 2017 federal income tax return upon the contribution by ConAgra Foods, Inc. to Lamb Weston International BV of 100% of the shares of ConAgra Foods Japan KK.

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Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

between

CONAGRA FOODS, INC.

and

LAMB WESTON HOLDINGS, INC.

Dated as of November 8, 2016

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SCHEDULES AND EXHIBITS

Schedule 1.1 : LW Employee ConAgra Participants

Schedule 2.5 : Collective Bargaining Agreements

Schedule 5.3 : Annual Cash Incentive Exceptions

Schedule 5.4 : Employment Agreements Retained by ConAgra

Schedule 6.1(b) : ConAgra Welfare Plans

Schedule 7.1(a) : ConAgra Pension Plans

Schedule 8.1(a) : ConAgra 401(k) Plans

Schedule 9.1(a) : ConAgra NQDC Plan

Schedule 9.1(b) : NQDC Plan Transfer Exceptions

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EMPLOYEE MATTERS AGREEMENT

EMPLOYEE MATTERS AGREEMENT, dated as of November 8 , 2016 (this “ Employee Matters Agreement ”), between ConAgra Foods, Inc., a Delaware corporation (“ ConAgra ”), and Lamb Weston Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of ConAgra (“ SpinCo ” or “ Lamb Weston ”).

RECITALS

A. The parties to this Employee Matters Agreement have entered into the Separation and Distribution Agreement (the “ Separation Agreement ”), dated as of the date hereof, pursuant to which ConAgra intends to distribute to its stockholders, on a pro rata basis and without consideration, all the outstanding shares of common stock, par value $1.00 per share, of Lamb Weston then owned by ConAgra (the “ Distribution ”).

B. The parties wish to set forth their agreements as to certain matters regarding the treatment of, and the compensation and employee benefits provided to, current and former employees of ConAgra and Lamb Weston and their Subsidiaries.

C. This Employee Matters Agreement incorporates by reference the agreement of the parties with regard to certain services to be performed by the parties following the Distribution, which agreement was originally set forth in the Transition Services Agreement, effective as of the date hereof.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms . For the purposes of this Employee Matters Agreement:

“ 162(m) Award ” means a ConAgra Performance Share Award that was intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the applicable regulations thereunder.

“ 2008 Performance Share Plan ” means the ConAgra Foods, Inc. 2008 Performance Share Plan.

“ Adjusted ConAgra 2015-2017 162(m) Performance Share Award ” means a performance share award with respect to ConAgra Common Stock relating to ConAgra Performance Share Awards relating to fiscal years 2015-2017 that is a 162(m) Award held by ConAgra Participants described in Section 10.1(a)(iii)(A)(3) .

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“ Adjusted ConAgra 2015-2017 Non-162(m) Performance Share Award ” means a performance share award with respect to ConAgra Common Stock relating to ConAgra Performance Share Awards with a performance period relating to fiscal years 2015-2017 that is not a 162(m) Award held by ConAgra Participants described in Section 10.1(a)(iii)(A)(1) .

“ Adjusted ConAgra 2016-2018 Performance Share Award ” means a performance share award with respect to ConAgra Common Stock relating to ConAgra Performance Share Awards with a performance period relating to fiscal years 2016-2018 held by ConAgra Participants described in Section 10.1(a)(iii)(B) .

“ Adjusted ConAgra 2017-2019 Performance Share Award ” means a performance share award with respect to ConAgra Common Stock relating to ConAgra Performance Share Awards with a performance period relating to fiscal years 2017-2019 held by ConAgra Participants described in Section 10.1(a)(iii)(B) .

“ Adjusted ConAgra Equity Award ” means each Adjusted ConAgra Option, Adjusted ConAgra RSU, and Adjusted ConAgra Performance Share Award.

“ Adjusted ConAgra Options ” means an option to acquire ConAgra Common Stock relating to a ConAgra Option described in Section 10.1(a)(i)(A) .

“ Adjusted ConAgra Performance Share Awards ” means each Adjusted ConAgra 2015-2017 162(m) Performance Share Award, Adjusted ConAgra 2015-2017 Non-162(m) Performance Share Award, Adjusted ConAgra 2016-2018 Performance Share Award, and Adjusted ConAgra 2017-2019 Performance Share Award.

“ Adjusted ConAgra RSUs ” means a restricted stock unit award with respect to ConAgra Common Stock relating to ConAgra RSUs described in Section 10.1(a)(ii)(A) .

“ Applicable Transfer Date ” means the date on which a Delayed Transfer Employee actually commences employment with the ConAgra Group or the LW Group (as applicable).

“ Benefit Plan ” means, with respect to an entity, each plan, program, policy, agreement, arrangement or understanding that is maintained primarily for the benefit of employees in the United States and is a deferred compensation, executive compensation, incentive bonus or other bonus, pension, profit sharing, savings, retirement, severance pay, salary continuation, life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no ConAgra Equity Award, nor any plan under which any such ConAgra Equity Award is granted, will constitute a “Benefit Plan” under this Employee Matters Agreement. In addition, no Employment Agreement will constitute a Benefit Plan for purposes hereof.

“ COBRA ” means the continuation coverage requirements under Code Section 4980B and ERISA Sections 601-608.

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“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collective Bargaining Agreement ” means any collective bargaining agreement, labor agreement, pension or other written agreement to which ConAgra, SpinCo, or any of their respective direct or indirect Subsidiaries is a party to.

“ ConAgra 401(k) Plans ” has the meaning set forth in Section 8.1(a) .

“ ConAgra Annual Incentive Plans ” has the meaning set forth in Section 5.3 .

“ ConAgra Director ” means each individual who is a non-employee member of the ConAgra Board and is not a member of the Board of Directors of SpinCo, in each case, as of the close of business on the Distribution Date.

“ ConAgra Employee ” means each individual who, as of the close of business on the Distribution Date, is employed by a member of the ConAgra Group (including, for the avoidance of doubt, any such individual who is on a leave of absence, whether paid or unpaid). ConAgra Employees also include ConAgra Transferees, effective as of the Applicable Transfer Date.

“ ConAgra Equity Award ” means each ConAgra Option, ConAgra RSU, and ConAgra Performance Share Award.

“ ConAgra Equity Plans ” means the ConAgra Foods 2006 Stock Plan, the ConAgra Foods 2009 Stock Plan, and the ConAgra Foods 2014 Stock Plan.

“ ConAgra Non-U.S. Plans ” means the Non-U.S. Plans sponsored or maintained by a member of the ConAgra Group.

“ ConAgra NQDC Plans ” has the meaning set forth in Section 9.1(a) .

“ ConAgra Options ” means an option to acquire shares of ConAgra Common Stock granted by ConAgra under a ConAgra Equity Plan prior to the Distribution Date.

“ ConAgra Participant ” means any ConAgra Employee, Former ConAgra Employee, Former LW Business Employee, or ConAgra Director who immediately prior to the Distribution holds ConAgra Equity Awards, or a beneficiary, dependent or alternate payee of such person and any LW Employee listed on Schedule 1.1 , or a beneficiary, dependent or alternate payee of such person.

“ ConAgra Pension Plans ” has the meaning set forth in Section 7.1(a) .

“ ConAgra Performance Share Awards ” means an award of performance shares with respect to shares of ConAgra Common Stock granted by ConAgra under a ConAgra Equity Plan prior to the Distribution Date.

“ ConAgra Plans ” means (i) the ConAgra Pension Plans, the ConAgra 401(k) Plans, the ConAgra Welfare Plans, and the ConAgra Retiree Welfare Plans, and (ii) any other Benefit Plan that, as of the close of business on the day before the Distribution Date, is sponsored or

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maintained solely by any member of the ConAgra Group. For the avoidance of doubt, no member of the ConAgra Group will be deemed to sponsor or maintain any Benefit Plan if its relationship to such Benefit Plan is solely to administer such Benefit Plan or provide to Lamb Weston any reimbursement in respect of such Benefit Plan.

“ ConAgra Retiree Welfare Plans ” has the meaning set forth in Section 6.1(a) .

“ ConAgra RSUs ” means a time-based restricted stock unit award granted by ConAgra under a ConAgra Equity Plan prior to the Distribution Date.

“ ConAgra Transferees ” means the Delayed Transfer Employees who transfer from the LW Group to the ConAgra Group.

“ ConAgra Welfare Plans ” has the meaning set forth in Section 6.1(b) .

“ Delayed Transfer Employee ” has the meaning set forth in Section 2.4(b) .

“ Distribution ” has the meaning set forth in the Recitals.

“ Employee Matters Agreement ” has the meaning set forth in the preamble.

“ Employment Agreement ” means any individual employment, retention, consulting, change in control, split dollar life insurance, sale bonus, incentive bonus, severance or other individual compensatory agreement between any current or former employee and ConAgra or any of its Affiliates.

“ EPS Goal ” has the meaning set forth in Section 10.1(a)(iii)(A)(3) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Former ConAgra Employee ” means any individual who (i) on or before the close of business on the Distribution Date retired or otherwise separated from service from ConAgra and its Affiliates, and (ii) is not a Former LW Business Employee.

“ Former LW Business Employee ” means any individual (a) who on or before the Distribution Date retired or otherwise separated from service from the ConAgra Group or the LW Group, and (b) (i) who immediately before his or her retirement or other separation from service with the ConAgra Group or the LW Group was substantially dedicated to the LW Business, or (ii) whose last day worked with the ConAgra Group or the LW Group was with the LW Business or a LW Entity.

“ Hourly LW Employees ” has the meaning set forth in Section 7.1(b) .

“ Human Resources Committee ” means the Human Resources Committee of the Board of Directors of ConAgra.

“ Joint Withdrawal Liability ” has the meaning set forth in Section 7.3 .

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“ LW 2015-2017 Performance Share Award ” means a performance share award with respect to SpinCo Common Stock relating to ConAgra Performance Share Awards with a performance period relating to fiscal years 2015-2017 held by LW Participants described in Section 10.1(a)(iii)(A)(2) .

“ LW 2016-2018 Performance Share Award ” means a performance share award with respect to SpinCo Common Stock relating to ConAgra Performance Share Awards with a performance period relating to fiscal years 2016-2018 held by LW Participants described in Section 10.1(a)(iii)(C) .

“ LW 2017-2019 Performance Share Award ” means a performance share award with respect to SpinCo Common Stock relating to ConAgra Performance Share Awards with a performance period relating to fiscal years 2017-2019 held by LW Participants described in Section 10.1(a)(iii)(C) .

“ LW Annual Incentive Plans ” has the meaning set forth in Section 5.3 .

“ LW Contributions ” has the meaning set forth in Section 7.3 .

“ LW Director ” means each individual who, as of the close of business on the Distribution Date, is a non-employee member of the Board of Directors of SpinCo.

“ LW Employee ” means each individual who, as of the close of business on the Distribution Date, is employed by a LW Entity (including, for the avoidance of doubt, any such individual who is on a leave of absence, whether paid or unpaid). LW Employees also include LW Transferees, effective as of the Applicable Transfer Date.

“ LW Employment Agreement ” has the meaning set forth in Section 5.4 .

“ LW Equity Award ” means each LW Option, LW RSU, and LW Performance Share Award.

“ LW Equity Plans ” has the meaning set forth in Section 10.1(c) .

“ LW Non-U.S. Plan ” means any Non-U.S. Plan sponsored or maintained by a member of the LW Group.

“ LW Options ” means an option to acquire SpinCo Common Stock relating to a ConAgra Option granted by Lamb Weston as of the Distribution under a LW Equity Plan pursuant to Section 10.1(a)(i)(B) .

“ LW Participant ” means any LW Employee or LW Director (other than any LW Employee listed on Schedule 1.1 who is a ConAgra Participant) who immediately prior to the Distribution holds ConAgra Equity Awards, or a beneficiary, dependent or alternate payee of such person.

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“ LW Performance Share Awards ” means each LW 2015-2017 Performance Share Award, LW 2016-2018 Performance Share Award and LW 2017-2019 Performance Share Award.

“ LW Plans ” means (i) the LW Spinoff Pension Plans, the LW Spinoff 401(k) Plans, and the LW Spinoff Welfare Plans and (ii) any Benefit Plan sponsored or maintained by any member of the LW Group. For the avoidance of doubt, no member of the LW Group will be deemed to sponsor or maintain any Benefit Plan if its relationship to such Benefit Plan is solely to administer such Benefit Plan or provide to ConAgra any reimbursement in respect of such Benefit Plan.

“ LW Retirees ” has the meaning set forth in Section 6.1(a) .

“ LW RSUs ” means restricted stock unit award with respect to SpinCo Common Stock granted by Lamb Weston as described in Section 10.1(a)(ii)(B) .

“ LW Share ” has the meaning set forth in Section 7.3 .

“ LW Share Price ” means the average of the volume weighted average price per share of SpinCo Common Stock on the NYSE (as traded on the “regular way” market), calculated to four decimal places (as reported by Bloomberg L.P. or any successor thereto) and determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, on each of the five consecutive trading days starting with the first full trading date immediately following the Distribution Date.

“ LW Spinoff 401(k) Plan ” has the meaning set forth in Section 8.1(a) .

“ LW Spinoff NQDC Plans ” has the meaning set forth in Section 9.1(a) .

“ LW Spinoff Pension Plan ” has the meaning set forth in Section 7.1(b) .

“ LW Spinoff Welfare Plans ” has the meaning set forth in Section 6.1(b) .

“ LW Transferees ” means the Delayed Transfer Employees who transfer from the ConAgra Group to the LW Group.

“ LW Welfare Claims ” has the meaning set forth in Section 6.1(c) .

“ Measurement Date ” has the meaning set forth in Section 10.1(a)(iii)(A)(4) .

“ Multiemployer Plan ” has the meaning set forth in Section 7.3 .

“ Non-U.S. Delayed Transfer Employee ” has the meaning set forth in Section 2.4(b) .

“ Non-U.S. LW Employee ” means each LW Employee whose employment is based outside of the United States. Non-U.S. LW Employees also include Non-U.S. Delayed Transfer Employee who are LW Transferees, effective as of the Applicable Transfer Date.

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“ Non-U.S. Plan ” means, with respect to an entity, each plan, program, policy, agreement, arrangement or understanding that is maintained primarily for the benefit of employees outside of the United States and is a deferred compensation, executive compensation, incentive bonus or other bonus, pension, profit sharing, savings, retirement, severance pay, salary continuation, life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no ConAgra Equity Award, nor any plan under which any such ConAgra Equity Award is granted, will constitute a “Non-U.S. Plan” under this Employee Matters Agreement. In addition, no Employment Agreement will constitute a Non-U.S. Plan for purposes hereof.

“ NYSE ” means the New York Stock Exchange.

“ Option Exercise Price ” means the pre-adjustment exercise price of the applicable ConAgra Option.

“ Plan Payee ” means, as to an individual who participates in a Benefit Plan, such individual’s dependents, beneficiaries, alternate payees and alternate recipients, as applicable under such Benefit Plans.

“ Post-Distribution ConAgra Share Price ” means the average of the volume weighted average price per share of ConAgra Common Stock on NYSE (as traded on the “regular way” market), calculated to four decimal places (as reported by Bloomberg L.P. or any successor thereto) and determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, on each of the five consecutive trading days starting with the first full trading date immediately following the Distribution Date.

“ Pre-Distribution Action ” means a Third-Party Claim with respect to a ConAgra Employee, Former ConAgra Employee, LW Employee, or Former LW Business Employee that arises from an act, omission, or event that occurred prior to the Distribution.

“ Pre-Distribution ConAgra Share Price ” means the average of the volume weighted average price per share of ConAgra Common Stock on NYSE (as traded on the “regular way” market), calculated to four decimal places (as reported by Bloomberg L.P. or any successor thereto) and determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, on each of the five consecutive trading days ending with the second complete trading day immediately prior to the Distribution Date.

“ Separation Agreement ” has the meaning set forth in the Recitals.

“ Transferred Leave ” has the meaning set forth in Section 5.2 .

“ Vendor Contract ” has the meaning set forth in Section 14.1 .

“ Welfare Plan ” means each Benefit Plan that provides life insurance, health care, dental care, vision care, employee assistance programs (EAP), accidental death and dismemberment insurance, disability, severance, vacation, dependent care reimbursements, or other group welfare or fringe benefits or is otherwise an “employee welfare benefit plan” as described in Section 3(1) of ERISA.

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Section 1.2 Other Capitalized Terms . Capitalized terms not defined in this Employee Matters Agreement, including the following, will have the meanings ascribed to them in the Separation Agreement:

ARTICLE II

GENERAL PRINCIPLES; EMPLOYEE TRANSFERS

Section 2.1 ConAgra Group Employee Liabilities . Except as specifically provided in this Employee Matters Agreement, the ConAgra Group will be solely responsible for (a) all employment, compensation and employee benefits Liabilities relating to ConAgra Employees and Former ConAgra Employees, (b) all Liabilities arising under each ConAgra Plan, and (c) any other Liabilities expressly assigned or allocated to a member of the ConAgra Group under this Employee Matters Agreement.

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Section 2.2 LW Group Employee Liabilities . Except as specifically provided in this Employee Matters Agreement, the LW Group will be solely responsible for (a) all employment, compensation and employee benefits Liabilities relating to LW Employees and Former LW Business Employees, (b) all Liabilities arising under each LW Plan, and (c) any other Liabilities expressly assigned or allocated to a member of the LW Group under this Employee Matters Agreement.

Section 2.3 ConAgra Plans/LW Plans .

(a) Except as otherwise provided herein or in the Transition Services Agreement, effective as of the Distribution Date, the ConAgra Group will be exclusively responsible for administering each ConAgra Plan and ConAgra Non-U.S. Plan in accordance with its terms and for all obligations and Liabilities with respect to, and all benefits owed to participants in, the ConAgra Plans and the ConAgra Non-U.S. Plans, whether arising before, on or after the Distribution Date.

(b) Except as otherwise provided herein or in the Transition Services Agreement, effective as of the Distribution Date the LW Group will be exclusively responsible for administering each LW Plan and LW Non-U.S. Plan in accordance with its terms and for all obligations and Liabilities with respect to, and all benefits owed to participants in, the LW Plans and the LW Non-U.S. Plans, whether arising before, on or after the Distribution Date.

Section 2.4 Employee Transfers .

(a) Except with respect to Delayed Transfer Employees, ConAgra will or will cause employees of the ConAgra Group who are designated by ConAgra to transfer employment to Lamb Weston or the appropriate member of the LW Group prior to the Distribution Date.

(b) The following employees will be “ Delayed Transfer Employees ” for purposes of this Employee Matters Agreement: (i) upon mutual agreement of ConAgra and Lamb Weston, any employee whose employment transfers within six months after the Distribution Date from the ConAgra Group to the LW Group or from the LW Group to the ConAgra Group because such employee was inadvertently and erroneously treated as employed by the wrong employer on the Distribution Date and who was continuously employed by a member of the ConAgra Group or the LW Group (as applicable) from the Distribution Date through the date such employee commences employment with a member of the ConAgra Group or LW Group (as applicable) and (ii) any employee identified by ConAgra prior to the Distribution Date whose employment transfers within six months after the Distribution Date from the ConAgra Group to the LW Group or from the LW Group to the ConAgra Group because such employee’s transfer prior to the Distribution Date could not be completed (such employees described in clause (ii) also “ Non-U.S. Delayed Transfer Employees ”); provided , however , that no employee of either Group who is covered by a Collective Bargaining Agreement at the time such employee transfers to the other Group will be a Delayed Transfer Employee. Notwithstanding anything herein to the contrary, no employee will be considered a Delayed Transfer Employee unless the Applicable Transfer Date of any Delayed Transfer Employee occurs on or before the date that is six months after the Distribution Date.

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Section 2.5 Collective Bargaining Agreements . Effective as of the Distribution Date, (i) ConAgra or a member of the ConAgra Group will retain each Collective Bargaining Agreement then in effect covering any ConAgra Employee and will retain all liabilities arising prior to the Distribution Date and assume all liabilities arising after the Distribution Date under each such Collective Bargaining Agreement and (ii) Lamb Weston or a member of the LW Group will retain or assume each Collective Bargaining Agreement then in effect covering any LW Employee including, but not limited to, the Collective Bargaining Agreements set forth on Schedule 2.5 and will retain all liabilities arising prior to the Distribution Date and assume all liabilities arising after the Distribution Date under each such Collective Bargaining Agreement.

ARTICLE III

NON-U.S. EMPLOYEE TRANSFERS AND BENEFIT PLANS

Section 3.1 Non-U.S. Plans . Except as otherwise provided in the Transition Services Agreement, effective as of the Distribution Date, (i) ConAgra or a member of the ConAgra Group will retain each ConAgra Non-U.S. Plan and (ii) Lamb Weston or a member of the LW Group will retain or assume each LW Non-U.S. Plan. To the extent that the applicable Law of any jurisdiction requires that all or a portion of any ConAgra Non-U.S. Plan be assumed or retained by a member of the LW Group in connection with the transactions contemplated by this Employee Matters Agreement, the Separation Agreement or the other Transaction Documents, Lamb Weston will cause the LW Group to assume or retain such ConAgra Non-U.S. Plans.

Section 3.2 Non-U.S. Employees . Notwithstanding anything to the contrary contained in this Employee Matters Agreement, except as otherwise provided in the Transition Services Agreement, any employee who is employed by a member of the ConAgra Group in a non-US jurisdiction immediately prior to the Distribution, and who is required by applicable Law to transfer to a member of the LW Group in connection with the transactions contemplated by this Employee Matters Agreement, the Separation Agreement or the other Transaction Documents, will transfer automatically on the Distribution Date to SpinCo or a member of the LW Group in accordance with such applicable Law and will be deemed to be a LW Employee and a Non-U.S. LW Employee for purposes of this Employee Matters Agreement. Notwithstanding anything to the contrary herein, the following terms will apply to all Non-U.S. LW Employees:

(a) To the extent that (i) the applicable Law of any jurisdiction, (ii) any applicable Collective Bargaining Agreement or other applicable agreement with a works council or economic committee, or (iii) any applicable employment agreement would require SpinCo or its Affiliates (including a member of the LW Group) to provide any terms of employment to any Non-U.S. LW Employee that are more favorable than those otherwise provided for in this Employee Matters Agreement in connection with the Distribution of the LW Business to SpinCo, then SpinCo will cause the LW Group to

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provide such Non-U.S. LW Employee with such more favorable terms. SpinCo will be responsible for liabilities for, and will cause the LW Group to provide all compensation or benefits (whether statutory, contractual or otherwise) to each Non-U.S. LW Employee arising from or related to the transactions contemplated by this Employee Matters Agreement, the Separation Agreement, or the other Transaction Documents, or the related transfer of the employee to SpinCo or a member of the LW Group.

(b) ConAgra and SpinCo agree that to the extent provided under the applicable Laws of certain foreign jurisdictions, (i) any employment agreements between ConAgra and its Affiliates, on the one hand, and any Non-U.S. LW Employee, on the other hand, and (ii) any Collective Bargaining Agreements applicable to the Non-U.S. LW Employees in such jurisdictions, will in each case have effect after the Distribution as if originally made between the LW Group and the other parties to such employment agreement or Collective Bargaining Agreement.

ARTICLE IV

SERVICE CREDIT

Section 4.1 Service Credit for Employee Transfers . Subject to the terms of any applicable Collective Bargaining Agreement, the Benefit Plans will provide the following service crediting rules effective as of the Distribution Date:

(a) From and after the Distribution Date Lamb Weston will, and will cause its Affiliates (including the members of the LW Group) and successors to, provide credit under the LW Plans to each LW Employee for service with the ConAgra Group (including, prior to the Distribution, the LW Group) prior to the Distribution Date for purposes of eligibility, vesting, and benefit accrual under the appropriate LW Plans in which the LW Employee is otherwise eligible, subject to the terms of those plans; provided , however , that service will not be recognized to the extent that such recognition would result in the duplication of benefits taking into account both the ConAgra Plans and the LW Plans.

(b) A Delayed Transfer Employee’s service with the ConAgra Group or the LW Group (as applicable) following the Distribution will be recognized for purposes of eligibility, vesting and benefit accrual under the appropriate ConAgra Plans or LW Plans as appropriate in which they are otherwise eligible, subject to the terms of those plans; provided , however , that service will not be recognized to the extent that such recognition would result in the duplication of benefits taking into account both the ConAgra Plans and the LW Plans.

(c) Except as provided in Section 4.1(b) , with respect to an employee hired by the ConAgra Group or the LW Group after the Distribution Date, the Benefit Plans of the ConAgra Group for employees hired by the ConAgra Group or the LW Group for employees hired by the LW Group will not recognize such employee’s service with the LW Group for employees hired by the ConAgra Group or the ConAgra Group for employees hired by the LW Group unless required by Law or an applicable Collective Bargaining Agreement.

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ARTICLE V

LITIGATION AND COMPENSATION

Section 5.1 Employee-Related Litigation . Notwithstanding any provision of this Employee Matters Agreement to the contrary, Liability with respect to any Pre-Distribution Action: (a) will be a LW Liability under the Separation Agreement to the extent asserted by, or arising from or relating primarily to the employment of, LW Employee(s) and/or Former LW Business Employee(s); and (b) will be an Excluded Liability under the Separation Agreement to the extent asserted by, or arising from or relating primarily to the employment of, ConAgra Employee(s) and/or Former ConAgra Employee(s). For the avoidance of doubt, a Pre-Distribution Action will be subject to Article IV of the Separation Agreement.

Section 5.2 Paid Leave . Subject to the terms of any applicable Collective Bargaining Agreement and except to the extent not permitted by applicable Law, ConAgra and SpinCo will cause the LW Group to credit each LW Employee with the amount of accrued and unpaid hours of paid leave, which may include, but is not limited to, vacation, personal days, occasional days, floating holidays and sick leave (together, the “ Transferred Leave ”) applicable to such LW Employee as of the Distribution Date, or the Applicable Transfer Date. Subject to the terms of any applicable Collective Bargaining Agreement and except to the extent not permitted by applicable Law, the ConAgra Group will retain responsibility for accrued but unpaid hours of paid leave, which may include, but is not limited to, vacation, personal days, occasional days, floating holidays and sick leave attributable to ConAgra Employees as of the Distribution Date, or the Applicable Transfer Date. Notwithstanding the foregoing, in any jurisdiction where payment of the value of accrued but unused paid leave to LW Employees is required by applicable Law as of the Distribution Date (a) ConAgra will pay, or cause to be paid, all Transferred Leave as soon as reasonably practicable after the Distribution Date and (b) Lamb Weston will promptly, but in no event more than 30 days after being notified by ConAgra, reimburse ConAgra in respect of such payment.

Section 5.3 Annual Cash Incentives . The ConAgra Group maintains annual incentive plans for eligible employees of the ConAgra Group (such plans, the “ ConAgra Annual Incentive Plans ”), and the LW Group maintains annual incentive plans for eligible employees of the LW Group (such plans, the “ LW Annual Incentive Plans ”). The ConAgra Group will be responsible for any payments owed under the ConAgra Annual Incentive Plans and the LW Group will be responsible for any payments owed under the LW Annual Incentive Plans, provided that, except as set forth on Schedule 5.3 , if any LW Employees or Former LW Business Employees are owed amounts under the ConAgra Annual Incentive Plan for fiscal year 2017, the LW Group will pay and be responsible for such payments and if any ConAgra Employees or Former ConAgra Employees are owed amounts under the LW Annual Incentive Plans for fiscal year 2017, the ConAgra Group will pay and be responsible for such payments.

Section 5.4 Employment Agreements . Effective as of the Distribution, Lamb Weston or a member of the LW Group will assume and be solely responsible for any Employment Agreement to which a LW Employee or a Former LW Business Employee is

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a party other than the agreements set forth on Schedule 5.4 (each, a “ LW Employment Agreement ”) and the ConAgra Group will have no liabilities with respect thereto. Notwithstanding any provision to the contrary, (a) the LW Employment Agreements will be the responsibility of one or more members of the LW Group following the Distribution Date; and (b) ConAgra will retain and be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, any Employment Agreement that is not a LW Employment Agreement.

ARTICLE VI

CERTAIN WELFARE BENEFIT PLAN MATTERS

Section 6.1 LW Spinoff Welfare Plans .

(a) The ConAgra Group and the ConAgra Plans that are Welfare Plans providing retiree medical benefits to Former LW Business Employees and Former ConAgra Employees (such plans, the “ ConAgra Retiree Welfare Plans ”) will retain responsibility for providing retiree medical benefits to Former LW Business Employees who, as of the Distribution Date, are enrolled in the retiree medical benefits of the ConAgra Retiree Welfare Plans or are eligible and have elected to participate in the retiree medical benefits of the ConAgra Retiree Welfare Plans (“ LW Retirees ”), and the ConAgra Group and ConAgra Retiree Welfare Plans will remain responsible for all claims incurred by such LW Retirees under the ConAgra Retiree Welfare Plans (whether incurred before, on, or after the Distribution Date). The ConAgra Group and the ConAgra Retiree Welfare Plans will retain responsibility for providing the applicable benefits under the ConAgra Retiree Welfare Plans to Former ConAgra Employees and ConAgra Employees.

(b) Except as otherwise provided in the Transition Services Agreement, effective not later than the Distribution Date, Lamb Weston or a member of the LW Group will establish certain plans that are group health or welfare benefit plans (such plans, the “ LW Spinoff Welfare Plans ”), which have terms and features (including benefit coverage options, employer contribution provisions, but excluding retiree medical benefits) that are substantially similar to the corresponding ConAgra Plans listed on Schedule 6.1(b) , (such ConAgra Plans, the “ ConAgra Welfare Plans ”) such that (for the avoidance of doubt) each ConAgra Welfare Plan is substantially replicated by a corresponding LW Spinoff Welfare Plan. Except as set forth in the Transition Services Agreement, from and after the Distribution Date or Applicable Transfer Date, Lamb Weston will cause each LW Spinoff Welfare Plan to cover those LW Employees and their Plan Payees who immediately prior to the Distribution Date or Applicable Transfer Date were participating in, or entitled to present or future benefits under, the corresponding ConAgra Welfare Plan.

(c) Except as otherwise provided in the Transition Services Agreement and Section 6.1(a) , the LW Group and the LW Spinoff Welfare Plans will be solely responsible for all claims incurred by LW Employees, Former LW Business Employees and their Plan Payees under the LW Spinoff Welfare Plans and ConAgra Welfare Plans (“ LW Welfare Claims ”) before, on and after the Distribution Date or Applicable Transfer

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Date, but only to the extent such claims are not otherwise payable under an insurance policy held by the ConAgra Group. To the extent any LW Welfare Claims are payable under an insurance policy held by the ConAgra Group, ConAgra will take all commercially reasonable actions necessary to process such claim and obtain payment under the applicable insurance policy. Effective as of the Distribution Date or Applicable Transfer Date, ConAgra will cause LW Employees and their Plan Payees to cease to be covered by the ConAgra Welfare Plans, except as otherwise provided in the Transition Services Agreement. The ConAgra Group and the ConAgra Welfare Plans will remain solely responsible for all claims incurred by ConAgra Employees, Former ConAgra Employees and their Plan Payees, whether incurred before, on, or after the Distribution Date.

(d) For purposes of this Section 6.1 , a claim will be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs).

Section 6.2 Continuation of Elections . Except as otherwise provided in the Transition Services Agreement, as of the Distribution Date, or Applicable Transfer Date, Lamb Weston will cause the LW Spinoff Welfare Plans to recognize elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations, all continuation coverage and conversion elections, and all qualified medical child support orders and other orders issued by courts of competent jurisdiction) in effect with respect to the LW Employees and Former LW Business Employees prior to the effective date of the LW Spinoff Welfare Plans or, if later, the Applicable Transfer Date, under the corresponding ConAgra Welfare Plans, to the extent such elections and designations and orders are applicable to such LW Spinoff Welfare Plan, and apply and maintain in force comparable elections and designations and orders under the LW Spinoff Welfare Plans for the remainder of the period or periods for which such elections or designations are by their original terms effective.

Section 6.3 Deductibles and Preexisting Conditions . Except as otherwise provided in the Transition Services Agreement, as of the Distribution Date, or Applicable Transfer Date, Lamb Weston will cause the LW Spinoff Welfare Plans to recognize all amounts applied to deductibles, co-payments and out-of-pocket maximums with respect to LW Employees under the corresponding ConAgra Welfare Plan during the plan year in which the effective date of the LW Spinoff Welfare Plans occurs or, if later, the Applicable Transfer Date occurs, and the LW Spinoff Welfare Plans will not impose any limitations on coverage for preexisting conditions other than such limitations as were applicable under the corresponding ConAgra Welfare Plan prior to the effective date of the LW Spinoff Welfare Plans or, if later, the Applicable Transfer Date.

Section 6.4 Workers’ Compensation . The LW Group will be solely responsible (or cause the applicable member of the LW Group to assume and be solely responsible) for all claims for workers’ compensation benefits and will assume any related workers’ compensation Liabilities, in each case, with respect to each LW Employee and Former LW Business Employee whether arising before, at or after the Distribution; provided ,

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however , that if applicable Law does not permit the LW Group to provide such benefits with respect to injuries or illnesses that arose prior to the Distribution Date, ConAgra will be responsible for providing such benefits and Lamb Weston will promptly, but in no event more than 30 days after being notified by ConAgra, reimburse ConAgra in respect of any such benefits provided and indemnify ConAgra and its Affiliates for all Liabilities incurred in connection with the administration of such benefits. The ConAgra Group will be solely responsible for all workers’ compensation benefits with respect to ConAgra Employees and Former ConAgra Employees, regardless of when such claims arose.

Section 6.5 COBRA . Except as otherwise provided in the Transition Services Agreement, effective as of the Distribution Date or Applicable Transfer Date, Lamb Weston or a member of the LW Group will assume or will cause the LW Spinoff Welfare Plans to assume sole responsibility for compliance with COBRA after the Distribution Date or Applicable Transfer Date for all LW Employees, Former LW Business Employees (other than LW Retirees) and their “qualified beneficiaries” for whom a “qualifying event” occurs before, on or after the Distribution Date or the Applicable Transfer Date; provided , however , that ConAgra or a member of the ConAgra Group will be responsible for furnishing any election notice required under COBRA to any LW Transferee. ConAgra, the ConAgra Group, or a ConAgra Welfare Plan will remain solely responsible for compliance with COBRA before, on and after the Distribution Date or Applicable Transfer Date for all ConAgra Employees, Former ConAgra Employees, LW Retirees and their “qualified beneficiaries”; provided , however , that Lamb Weston or a member of the LW Group will be responsible for furnishing any election notice required under COBRA to any ConAgra Transferee. The terms “qualified beneficiaries” and “qualifying event” will have the meanings given to them under Code Section 4980B and ERISA Sections 601-608. For the avoidance of doubt, Section 6.1 will govern whether the LW Spinoff Welfare Plans or ConAgra Welfare Plans are responsible for claims incurred by LW Employees, Former LW Business Employees or their qualified beneficiaries, while receiving continuation coverage under COBRA.

ARTICLE VII

TAX-QUALIFIED DEFINED BENEFIT PLANS

Section 7.1 U.S. Pension Plans .

(a) From and after the Distribution Date, ConAgra and the ConAgra Group will retain all assets and Liabilities under the Benefit Plans that are defined benefit plans listed on Schedule 7.1(a) (the “ ConAgra Pension Plans ”). Effective as of the Distribution Date, each LW Employee will cease active participation in, and each LW Employee’s service and benefit accruals will cease accruing under, the ConAgra Pension Plans.

(b) Effective as of the Distribution Date, the LW Group has established and adopted a defined benefit plan that is intended to qualify under Code Section 401(a), along with a related master trust that is exempt under Code Section 501(a) (such plan and trust, collectively, the “ LW Spinoff Pension Plan ”) under which each LW Employee who is a production-based employee and paid on an hourly basis (whether or

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not covered by one or more of the Collective Bargaining Agreements, but excluding corporate support staff who are paid on an hourly basis) (the “ Hourly LW Employees ”) will (i) receive credit for his or her service with any member of the ConAgra Group and any of their respective predecessors and (ii) will be provided benefits and other terms and conditions regarding vesting, eligibility to participate, and receipt of benefits that are the same as those contained in the applicable ConAgra Pension Plans such that, in each case, (x) the benefit received by each such Hourly LW Employee covered by a Collective Bargaining Agreement will be no less favorable than the benefit required to be provided to such Hourly LW Employee under the terms of such Collective Bargaining Agreement and (y) the benefit received by each such Hourly LW Employee, when added together with the benefit received by such Hourly LW Employee under the applicable ConAgra Pension Plan, will be no less favorable than the benefit such Hourly LW Employee would have become entitled to receive under the terms of the applicable ConAgra Pension Plan had such Hourly LW Employee remained employed by a member of the ConAgra Group and received his or her entire pension benefit under the applicable ConAgra Pension Plan as in effect on the Distribution Date. Except as set forth in the Transition Services Agreement, Lamb Weston or a member of the LW Group is solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the LW Spinoff Pension Plan to the Internal Revenue Service for a determination of tax-qualified status) to establish, maintain and administer the LW Spinoff Pension Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code.

(c) From and after the Distribution Date, ConAgra and the members of the ConAgra Group are solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the ConAgra Pension Plans, whether accrued before, on or after the Distribution Date and Lamb Weston and the members of the LW Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the LW Spinoff Pension Plan. Nothing in this Employee Matters Agreement prohibits the ConAgra Group or the LW Group from amending or terminating the ConAgra Pension Plans or the LW Spinoff Pension Plans, respectively, at any time. The LW Group may change or discontinue the benefits described in Section 7.1(b) at any time after the Distribution Date, subject to their collective bargaining obligations.

Section 7.2 Continuation of Elections . As of the Distribution Date, Lamb Weston (acting directly or through a member of the LW Group) will cause the LW Spinoff Pension Plan to recognize and maintain all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to the Hourly LW Employees and their respective Plan Payees under the corresponding ConAgra Pension Plan.

Section 7.3 Multiemployer Plan . If any member of the ConAgra Group incurs liability due to a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from The Western Conference of Teamsters Pension Plan (the “ Multiemployer Plan ”) and such withdrawal liability assessed against any member of the ConAgra Group by the Multiemployer Plan (such aggregate withdrawal liability, the “ Joint

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Withdrawal Liability ”) is calculated (in full or in part) using contributions made to the Multiemployer Plan on behalf of hours worked by LW Employees or Former LW Business Employees (“ LW Contributions ”), the LW Group will be responsible for and liable for the “LW Share” of such Joint Withdrawal Liability. The “ LW Share ” shall mean the Joint Withdrawal Liability multiplied by a fraction, (a) the numerator of which is the LW Contributions used to calculate the Joint Withdrawal Liability and (b) the denominator of which is the total contributions to the Multiemployer Plan used to calculate the Joint Withdrawal Liability. For the avoidance of doubt, the LW Share will be a LW Liability. If the Joint Withdrawal Liability is determined using the direct attribution method under Section 4211(c)(4) of ERISA, then this Section 7.3 will be applied by (i) replacing each reference to “the contributions made to the Multiemployer Plan on behalf of hours worked by” with “the unfunded vested benefits attributable to” and (ii) replacing each reference to “total contributions to the Multiemployer Plan” with “total unfunded vested benefits.”

ARTICLE VIII

U.S. TAX-QUALIFIED DEFINED CONTRIBUTION PLANS

Section 8.1 U.S. Savings Plans .

(a) Except as otherwise provided in the Transition Services Agreement, effective as of the Distribution Date, Lamb Weston or another member of the LW Group will adopt and establish a defined contribution plan that is intended to qualify under Code Section 401(a), and a related master trust or trusts exempt under Code Section 501(a) (such plan and trust, the “ LW Spinoff 401(k) Plan ”), which will have terms and features (including employer contribution provisions) that are substantially similar to the terms and features of the ConAgra Plans that are defined contribution plans intended to qualify under Section 401(a) of the Code listed on Schedule 8.1(a) (such ConAgra Plans, the “ ConAgra 401(k) Plans ”) such that (for the avoidance of doubt) each ConAgra 401(k) Plan is substantially replicated by the LW Spinoff 401(k) Plan. From and after the Distribution Date except as otherwise provided in the Transition Services Agreement, Lamb Weston will, or will cause a member of the LW Group to, cause the LW Spinoff 401(k) Plan to cover any LW Employee and Former LW Business Employee who, as of immediately prior to the Distribution Date, participates in or has an account under a ConAgra 401(k) Plan. Except as set forth in the Transition Services Agreement, Lamb Weston or a member of the LW Group will be solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the LW Spinoff 401(k) Plan to the Internal Revenue Service for a determination of tax-qualified status) to establish, maintain and administer the LW Spinoff 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. The LW Spinoff 401(k) Plan will assume liability for all benefits accrued or earned (whether or not vested) by LW Employees and Former LW Business Employees under the corresponding ConAgra 401(k) Plan as of immediately prior to the effective date of the LW Spinoff 401(k) Plan or, if later, the Applicable Transfer Date.

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(b) On or as soon as reasonably practicable following the effective date of the LW Spinoff 401(k) Plan or, if later, the Applicable Transfer Date (but not later than 30 days thereafter), ConAgra or another member of the ConAgra Group will cause each ConAgra 401(k) Plan to transfer to the LW Spinoff 401(k) Plan, and Lamb Weston or another member of the LW Group will cause the LW Spinoff 401(k) Plan to accept the transfer of, the accounts (including unvested account balances), related liabilities and related assets in such ConAgra 401(k) Plans attributable to LW Employees and Former LW Business Employees and their respective Plan Payees. The transfer of assets will be in cash or in kind (as determined by the transferor) and include outstanding loan balances and amounts forfeited by Former LW Business Employees that have not yet been reallocated or applied to the payment of contributions or expenses and be conducted in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA. Lamb Weston or a member of the LW Group will be responsible for reimbursing ConAgra or a member of the ConAgra Group for any portion of the unvested account balances transferred to the LW Spinoff 401(k) Plan from a ConAgra 401(k) Plan that are forfeited by a LW Employee after such transfer.

(c) Except as otherwise provided in the Transition Services Agreement, on or as soon as reasonably practicable following the Applicable Transfer Date (but not later than 30 days thereafter), Lamb Weston or a member of the LW Group will cause the accounts (including unvested account balances), related liabilities, and related assets in the LW Spinoff 401(k) Plan attributable to any ConAgra Transferees and their respective Plan Payees (including any outstanding loan balances) to be transferred in cash or in-kind (as determined by the transferor) in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA to the applicable ConAgra 401(k) Plan(s). ConAgra or another member of the ConAgra Group will cause the applicable ConAgra 401(k) Plan(s) to accept such transfer of accounts, liabilities and assets.

(d) From and after the Distribution Date, except as specifically provided in paragraph (c) above, Lamb Weston and the LW Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the LW Spinoff 401(k) Plan, whether accrued before, on or after the Distribution Date. For the avoidance of doubt, except as otherwise provided in the Transition Services Agreement, the LW Spinoff 401(k) Plan will, to the extent required by Law and the terms of the LW Spinoff 401(k) Plan, have the sole and exclusive obligation to restore the unvested portion of any account attributable to any individual who becomes employed by a member of the LW Group and whose employment with ConAgra or any of its Affiliates, or a member of the ConAgra Group, terminated on or before the Distribution Date at a time when such individual’s benefits under the applicable ConAgra 401(k) Plan(s) were not fully vested. Furthermore, except as otherwise provided in the Transition Services Agreement, the LW Spinoff 401(k) Plan will have the sole obligation to restore accounts attributable to any lost participants who were formerly employed in the LW Business to the extent required by applicable Law.

Section 8.2 Continuation of Elections . As of the effective date of the LW Spinoff 401(k) Plan or, if later, the Applicable Transfer Date, Lamb Weston (acting

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directly or through a member of the LW Group) will cause the LW Spinoff 401(k) Plan to recognize and maintain all elections, including investment elections that remain applicable after the Distribution and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to LW Employees and Former LW Business Employees and their respective Plan Payees under the corresponding ConAgra 401(k) Plan.

Section 8.3 Contributions Due . All amounts payable to the ConAgra 401(k) Plans with respect to employee deferrals, matching contributions and employer contributions for LW Employees relating to a time period ending on or prior to the Distribution Date, determined in accordance with the terms and provisions of the applicable ConAgra 401(k) Plan, ERISA and the Code, will be paid by ConAgra or another member of the ConAgra Group to the appropriate ConAgra 401(k) Plan prior to the date of any asset transfer described in Section 8.1(b) .

ARTICLE IX

NONQUALIFIED RETIREMENT PLANS

Section 9.1 LW Spinoff NQDC Plans .

(a) Except as otherwise provided in the Transition Services Agreement, effective as of the Distribution Date, Lamb Weston or another member of the LW Group will establish for the benefit of the LW Employees, Former LW Business Employees and LW Directors a nonqualified deferred compensation plan or plans (such plan or plans, the “ LW Spinoff NQDC Plans ”). The LW Spinoff NQDC Plans will have terms and features (including employer contribution provisions) that are substantially similar to the ConAgra Benefit Plans that are nonqualified deferred compensation plans listed on Schedule 9.1(a) (such plans, the “ ConAgra NQDC Plans ”) such that (for the avoidance of doubt), the ConAgra NQDC Plans are substantially replicated by the LW Spinoff NQDC Plans. Except as otherwise provided in the Transition Services Agreement, Lamb Weston or a member of the LW Group will be solely responsible for taking all necessary, reasonable, and appropriate actions to establish, maintain and administer the LW Spinoff NQDC Plans so that it does not result in adverse Tax consequences under Code Section 409A. Except as set forth on Schedule 9.1(b) , the LW Spinoff NQDC Plans will assume liability for all benefits accrued or earned (whether or not vested) by LW Employees, Former LW Business Employees, LW Directors and their respective Plan Payees under the ConAgra NQDC Plans as of immediately prior to the effective date of the LW Spinoff NQDC Plans or, if later, the Applicable Transfer Date. From and after the Distribution Date, Lamb Weston and the LW Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the LW Spinoff NQDC Plans, whether accrued before, on or after the Distribution Date. Furthermore, except as permitted in the Transition Services Agreement, Lamb Weston and the LW Group will have the sole obligation to restore in the LW Spinoff NQDC Plans benefits under the ConAgra NQDC Plans attributable to any lost participants who were formerly employed in the LW Business.

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(b) Except as set forth on Schedule 9.1(b) , effective as of the effective date of the LW Spinoff NQDC Plans, ConAgra shall take, or cause a member of ConAgra Group or LW Group to have taken, all action necessary and appropriate to transfer to the LW Group, for the LW Group’s sole use and benefit in complying with its obligations under this Article IX, any and all amounts set aside, in a rabbi trust with respect to the benefits of LW Employees, Former LW Business Employees and LW Directors under the ConAgra NQDC Plans and such amounts will be used only with respect to LW Employees, Former LW Business Employees and LW Directors.

(c) From and after the Distribution Date, ConAgra and the ConAgra Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the nonqualified retirement plans sponsored or maintained by a member of the ConAgra Group (including, but not limited to, the ConAgra NQDC Plans) to the extent such obligations and liabilities are not specifically assumed by a member of the LW Group or the LW Spinoff NQDC Plans pursuant to Section 9.1(a) .

Section 9.2 No Distributions on Separation . ConAgra and Lamb Weston acknowledge that neither the Distribution nor any of the other transactions contemplated by this Employee Matters Agreement, the Separation Agreement or the other Transaction Documents will trigger a payment or distribution of compensation under any Benefit Plan that is a nonqualified retirement plan for any ConAgra Employee, LW Employee, Former ConAgra Employee, Former LW Business Employee, ConAgra Director or LW Director and, consequently, that the payment or distribution of any compensation to which any ConAgra Employee, LW Employee, Former ConAgra Employee, Former LW Business Employee, ConAgra Director or LW Directors is entitled under any such Benefit Plan will occur upon such individual’s separation from service from the ConAgra Group or the LW Group, as applicable, or at such other time as specified in the applicable Benefit Plan.

Section 9.3 Section 409A . ConAgra and Lamb Weston will cooperate in good faith so that neither the Distribution nor any of the transfers contemplated by this Article IX will result in adverse Tax consequences under Code Section 409A to any current or former employee or director of any member of the ConAgra Group or any member of the LW Group, or their respective Plan Payees, in respect of his or her benefits under any ConAgra Plan or LW Plan.

Section 9.4 Continuation of Elections . As of the effective date of the LW Spinoff NQDC Plans or, if later, the Applicable Transfer Date and as permitted by Code Section 409A, Lamb Weston (acting directly or through a member of the LW Group) will cause the LW Spinoff NQDC Plans to recognize and maintain existing elections, including deferral, payment form elections, and valid (pursuant to the judgment of ConAgra) beneficiary designations with respect to the LW Employees, Former LW Business Employees and LW Directors under the ConAgra NQDC Plans, as applicable.

Section 9.5 Delayed Transfer Employees . Any LW Transferee will be treated in the same manner as a LW Employee under this Article IX, except that such LW

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Transferee may experience a separation from service (within the meaning of Code Section 409A) on his or her Applicable Transfer Date. In addition, the ConAgra Group will assume and be solely responsible, pursuant to the terms of the ConAgra NQDC Plans, for any benefits accrued by any ConAgra Transferee under the LW Spinoff NQDC Plans, and the LW Group will have no liability with respect thereto.

ARTICLE X

CONAGRA EQUITY AWARDS

Section 10.1 Outstanding ConAgra Equity Awards .

(a) Each ConAgra Equity Award that is outstanding as of the Distribution will be adjusted as described below, so that each ConAgra Equity Award held by a ConAgra Participant will be adjusted to be an Adjusted ConAgra Equity Award, and each ConAgra Equity Award held by a LW Participant will be adjusted and converted into a LW Equity Award, in each case, unless otherwise provided in this Section 10.1(a) ; provided , however , that, effective immediately prior to the Distribution, the Human Resources Committee (or such other committee of the ConAgra Board authorized by the ConAgra Board or such other delegate as authorized by the Human Resources Committee or such other committee) may provide for different adjustments with respect to some or all of a holder’s ConAgra Equity Awards. For greater certainty, any adjustments made by the Human Resources Committee (or such other committee of the ConAgra Board authorized by the ConAgra Board or such other delegate as authorized by the Human Resources Committee or such other committee) will be deemed incorporated by reference herein as if fully set forth below and will be binding on the parties hereto and their respective Subsidiaries.

(i) Each ConAgra Option generally will be adjusted in the manner described below, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the applicable ConAgra Equity Plan, so that immediately following the Distribution each ConAgra Option holder who is a ConAgra Participant will hold Adjusted ConAgra Options, and each ConAgra Option holder who is a LW Participant will hold LW Options, in each case, in lieu of the ConAgra Options previously held. The following procedure will generally be applied to each ConAgra Option with the same grant date and exercise price held by each ConAgra Option holder as of the Distribution Date:

(A) Each Adjusted ConAgra Option will have an exercise price equal to the product (rounded up to the nearest cent) of (1) the applicable Option Exercise Price multiplied by (2) a fraction, (a) the numerator of which is the Post-Distribution ConAgra Share Price and (b) the denominator of which is the Pre-Distribution ConAgra Share Price. The number of shares of ConAgra Common Stock subject to the Adjusted ConAgra Options will be equal to the product (rounded down to the nearest whole share) of (1) the number of shares subject to the ConAgra Option held by such

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ConAgra Participant immediately prior to the Distribution Date and (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the Post-Distribution ConAgra Share Price. Such Adjusted ConAgra Options will be subject to the same vesting requirements and dates and other terms and conditions as the ConAgra Options to which they relate.

(B) Each LW Option will have an exercise price equal to the product (rounded up to the nearest cent) of (1) the applicable Option Exercise Price multiplied by (2) a fraction, (a) the numerator of which is the LW Share Price and (b) the denominator of which is the Pre-Distribution ConAgra Share Price. The number of shares of SpinCo Common Stock subject to the LW Options will be equal the product (rounded down to the nearest whole share) of (1) the number of shares subject to the ConAgra Option held by such LW Participant immediately prior to the Distribution Date and (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the LW Share Price. Each LW Option will be subject to the same vesting requirements and other terms and conditions as the ConAgra Option to which it relates.

(ii) With respect to ConAgra RSUs:

(A) ConAgra RSUs held by each ConAgra Participant will be adjusted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the applicable ConAgra Equity Plan, and will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to such ConAgra RSUs immediately prior to the Distribution Date (“ Adjusted ConAgra RSUs ”). The number of shares of ConAgra Common Stock subject to the Adjusted ConAgra RSUs will be equal to the product (rounded down to the nearest whole share) of (1) the number of shares of ConAgra Common Stock subject to the ConAgra RSU held by the ConAgra Participant immediately prior to the Distribution Date and (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the Post-Distribution ConAgra Share Price.

(B) ConAgra RSUs held by each LW Participant will, effective as of the Distribution Date and immediately prior to the Distribution, be adjusted and converted into an award of LW RSUs. Pursuant to the adjustments provisions of the applicable ConAgra Equity Plan, the award of LW RSUs will be subject to substantially the same terms, vesting conditions and other restrictions, if any,

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that were applicable to such adjusted ConAgra RSUs immediately prior to the Distribution Date. The number of shares of SpinCo Common Stock subject to such LW RSUs for each such LW Participant will be equal to the product (rounded down to the nearest whole share) of (1) the number of shares of ConAgra Common Stock subject to such ConAgra RSUs held by such LW Participant immediately prior to the Distribution Date and (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the LW Share Price.

(iii) Each ConAgra Performance Share Award generally will be adjusted in the manner described below, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the applicable ConAgra Equity Plan, so that immediately following the Distribution each ConAgra Performance Share Award holder who is a ConAgra Participant will hold Adjusted ConAgra Performance Share Awards, and each ConAgra Performance Share Award holder who is a LW Participant will hold LW Performance Share Awards, in each case, in lieu of the ConAgra Performance Share Awards previously held.

(A) The following procedure will be applied to each outstanding ConAgra Performance Share Award with a performance period relating to fiscal years 2015 to 2017, effective as of the Distribution Date and immediately prior to the Distribution:

(1) Each outstanding ConAgra Performance Share Award with a performance period relating to fiscal years 2015 to 2017 that is not a 162(m) Award held by a ConAgra Participant shall be adjusted into a new performance share award, with respect to the number of shares of ConAgra Common Stock (rounded down to the nearest whole share) determined by multiplying (1) the earned number of shares of ConAgra Common Stock subject to such ConAgra Performance Share Award (as determined pursuant to Section 10.1(a)(iii)(A)(4) below) by (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the Post-Distribution ConAgra Share Price (each, an “ Adjusted ConAgra 2015-2017 Non-162(m) Performance Share Award ”). Such Adjusted ConAgra 2015-2017 Non-162(m) Performance Share Award shall be subject to the same vesting requirements and dates and other terms and conditions as the ConAgra Performance Shares to which they relate, provided that the vesting criteria applicable to such Adjusted ConAgra 2015-2017 Non-162(m) Performance Share Award shall be adjusted to provide for solely service-based vesting.

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(2) Each outstanding ConAgra Performance Share Award with a performance period relating to fiscal years 2015 to 2017 held by a LW Participant shall be adjusted and converted to a grant of LW Performance Share Awards by SpinCo, with respect to the number of shares of SpinCo Common Stock (rounded down to the nearest whole share) determined by multiplying (1) the earned number of shares of ConAgra Common Stock subject to such ConAgra Performance Share Award (as determined pursuant to Section 10.1(a)(iii)(A)(4) below) by (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the LW Share Price (each, an “ LW 2015-2017 Performance Share Award ”). Such LW 2015-2017 Performance Share Award shall be subject to the same vesting requirements and dates and other terms and conditions as the ConAgra Performance Shares to which they relate, provided that the vesting criteria applicable to such LW 2015-2017 Performance Share Award shall be adjusted to provide for solely service-based vesting.

(3) Each outstanding ConAgra Performance Share Award with a performance period relating to fiscal years 2015 to 2017 that is a 162(m) Award held by a ConAgra Participant shall be adjusted into a new performance share award with respect to the number of shares of ConAgra Common Stock (rounded down to the nearest whole share) determined by multiplying (1) the earned number of shares of ConAgra Common Stock subject to such ConAgra Performance Share Award (as determined pursuant to Section 10.1(a)(iii)(A)(4) below) by (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the Post-Distribution ConAgra Share Price (each, an “ Adjusted ConAgra 2015-2017 162(m) Performance Share Award ”). Such Adjusted ConAgra 2015-2017 162(m) Performance Share Award shall be subject to the same vesting requirements and dates and other terms and conditions as the ConAgra Performance Shares to which they relate, provided

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that the vesting of such award shall remain subject to the achievement of the threshold earnings per share (EPS) performance goal (the “ EPS Goal ”), but the other vesting criteria applicable to such Adjusted ConAgra 2015-2017 162(m) Performance Share Award shall be adjusted to provide for solely service-based vesting.

(4) The determination of whether any portion of a ConAgra Performance Share Award with a performance period relating to fiscal years 2015 to 2017 has been earned shall be based upon the actual achievement of such ConAgra performance objectives (which, for such Performance Share Awards that are 162(m) Awards are the applicable underlying pre-established performance objectives and not the EPS Goal) measured as of the end of the last fiscal period ending prior to the Distribution Date (the “ Measurement Date ”). Such determination will be made by the Human Resources Committee in accordance with the applicable ConAgra Equity Plan, and the 2008 Performance Share Plan. Any portion of a ConAgra Performance Share Award with a performance period relating to fiscal years 2015 to 2017 that has not been earned as of the Measurement Date will be cancelled and forfeited.

(B) Each outstanding ConAgra Performance Share Award with a performance period relating to fiscal years 2016-2018 or fiscal years 2017-2019 held by a ConAgra Participant shall be adjusted to cover the number of shares of ConAgra Common Stock (rounded down to the nearest whole share) determined by multiplying (1) the target number of shares of ConAgra Common Stock subject to such ConAgra Performance Share Award by (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the Post-Distribution ConAgra Share Price (each, an “ Adjusted ConAgra 2016-2018 Performance Share Award ” or “ Adjusted ConAgra 2017-2019 Performance Share Award ,” as applicable). Such Adjusted ConAgra 2016-2018 Performance Share Awards and Adjusted ConAgra 2017-2019 Performance Share Awards shall have the same terms and conditions (including performance-based vesting conditions or requirements) as were applicable under the corresponding ConAgra Performance Share Awards.

(C) Each outstanding ConAgra Performance Share Award with a performance period relating to fiscal years 2016-2018

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or fiscal years 2017-2019 held by a LW Participant shall be adjusted and converted to a grant of LW Performance Share Awards by SpinCo (rounded down to the nearest whole share) determined by multiplying (1) the target number of shares of ConAgra Common Stock subject to such ConAgra Performance Share Award by (2) a fraction, (a) the numerator of which is the Pre-Distribution ConAgra Share Price and (b) the denominator of which is the LW Share Price (each, a “ LW 2016-2018 Performance Share Award ” or “ LW 2017-2019 Performance Share Award ,” as applicable). Such LW 2016-2018 Performance Share Awards and LW 2017-2019 Performance Share Awards shall have the same terms and conditions (including performance-based vesting conditions or requirements) as were applicable under the corresponding ConAgra Performance Share Awards.

(b) If an Adjusted ConAgra Equity Award or LW Equity Award is subject to accelerated vesting in connection with a change in control, a change in control will be deemed to have occurred (i) with respect to an Adjusted ConAgra Equity Award, only upon a change in control of ConAgra (as defined in the applicable equity incentive plan or award agreement) and (ii) with respect to a LW Equity Award, only upon a change in control of Lamb Weston (as defined in the applicable equity incentive plan or award agreement). Notwithstanding the foregoing, this Section 10.1(b) will not apply to the extent that it would cause adverse tax consequences under Code Section 409A.

(c) Prior to the Distribution Date, Lamb Weston will establish equity compensation plans, so that upon the Distribution, Lamb Weston will have in effect an equity compensation plan that allows grants of equity compensation awards subject to substantially the same terms as those that apply to the corresponding ConAgra Equity Awards (the “ LW Equity Plans ”). From and after the Distribution Date, each LW Equity Award will be subject to the terms of the applicable Lamb Weston equity compensation plan, the award agreement governing such LW Equity Award and any Employment Agreement to which the applicable holder is a party. From and after the Distribution Date, Lamb Weston will retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to the LW Equity Awards and ConAgra will retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to the Adjusted ConAgra Equity Awards.

(d) In all events, the adjustments provided for in this Section 10.1 will be made in a manner that, as determined by ConAgra, avoids adverse Tax consequences to holders under Code Section 409A.

(e) For purposes of this Section 10.1 , each Non-U.S. Delayed Transfer Employee who will be a LW Transferee shall be treated as a LW Participant as of the Distribution and each Non-U.S. Delayed Transfer Employee who will be a ConAgra Transferee shall be treated as a ConAgra Participant as of the Distribution so that any outstanding ConAgra Equity Award held by such Non-U.S. Delayed Transfer Employee as of the Distribution will be adjusted as provided in this Section 10.1 at the same time as any other LW Participant or ConAgra Participant.

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Section 10.2 Conformity with Non-U.S. Laws . Notwithstanding anything to the contrary in this Employee Matters Agreement, (a) to the extent any of the provisions in this Article X (or any equity award described herein) do not conform with applicable non-U.S. laws (including provisions for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. laws in such manner as is equitable and to preserve the intent hereof, as determined by the parties in good faith, and (b) the provisions of this Article X may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article X to awards subject to non-U.S. laws.

Section 10.3 Tax Withholding and Reporting .

(a) Except as otherwise required by applicable non-U.S. law, the appropriate member of the ConAgra Group will be responsible for all payroll taxes, withholding and reporting with respect to Adjusted ConAgra Equity Awards held by ConAgra Employees and Former ConAgra Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the LW Group will be responsible for all payroll taxes, withholding and reporting with respect to LW Equity Awards held by LW Employees and Former LW Business Employees.

(b) If ConAgra or Lamb Weston determines in its reasonable judgment that any action required under this Article X will not achieve the intended tax, accounting and legal results, including, without limitation, the intended results under Code Section 409A or FASB ASC Topic 718 – Stock Compensation, then at the request of ConAgra or Lamb Weston, as applicable, ConAgra or Lamb Weston will mutually cooperate in taking such actions as are necessary or appropriate to achieve such results, or most nearly achieve such results if the originally-intended results are not fully attainable.

(c) Tax deductions with respect to ConAgra Equity Awards and LW Equity Awards will be allocated in accordance with the Tax Sharing Agreement, dated November 8, 2016, by and between ConAgra and SpinCo.

Section 10.4 Employment Treatment .

(a) Continuous employment with the LW Group and the ConAgra Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the LW Equity Awards and the Adjusted ConAgra Equity Awards. However, in the event that a LW Employee terminates employment after the Distribution Date and becomes employed by the ConAgra Group, for purposes of Article X, the LW Employee will be deemed terminated and the terms and conditions of the applicable equity incentive plan under which grants were made will apply. Similarly, in the event that a ConAgra Employee terminates employment after the Distribution Date and becomes employed by the LW Group, for purposes of Article X, the ConAgra Employee will be deemed terminated and the terms and conditions of

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the equity incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article X only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date, provided such treatment does not result in adverse Tax consequences under Code Section 409A. In addition, ConAgra Directors and LW Directors will be treated in a similar manner to that described in this Section 10.4(a) .

(b) If, after the Distribution Date, ConAgra or SpinCo identifies an administrative error in the individuals identified as holding Adjusted ConAgra Equity Awards or LW Equity Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, ConAgra or SpinCo will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and ConAgra or SpinCo in the position in which they would have been had the error not occurred.

Section 10.5 Registration . SpinCo will register the shares of SpinCo Common Stock relating to the LW Equity Awards and make any necessary filings with the appropriate Governmental Authorities as required under U.S. and foreign securities Laws.

ARTICLE XI

TRANSITION SERVICES, THIRD-

PARTY CLAIMS

Section 11.1 General Principles . From and after the Distribution Date, any services that a member of the LW Group will provide to the members of the ConAgra Group or that a member of the ConAgra Group will provide to the members of the LW Group relating to any Benefit Plans will be set forth in the Transition Services Agreement (and, to the extent provided therein, a member of the LW Group or the ConAgra Group will provide administrative services referred to in this Employee Matters Agreement).

Section 11.2 Third-Party Claims . Any Third-Party Claim relating to the matters addressed in this Employee Matters Agreement shall be governed by the applicable provisions of the Separation Agreement.

ARTICLE XII

INDEMNIFICATION

Section 12.1 Indemnification . All Liabilities assumed by or allocated to SpinCo or the LW Group pursuant to this Employee Matters Agreement will be deemed to be LW Liabilities for purposes of the Separation Agreement, and all Liabilities retained or assumed by or allocated to ConAgra or the ConAgra Group pursuant to this Employee Matters Agreement will be deemed to be Excluded Liabilities for purposes of the Separation Agreement. All such LW Liabilities and Excluded Liabilities shall be governed by the applicable indemnification terms of the Separation Agreement.

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ARTICLE XIII

COOPERATION

Section 13.1 Cooperation . Following the date of this Employee Matters Agreement, ConAgra and Lamb Weston will, and will cause their respective Subsidiaries, agents and vendors to, use reasonable best efforts to cooperate with respect to any employee compensation, benefits or human resources systems matters that ConAgra and Lamb Weston, as applicable, reasonably determines require the cooperation of both ConAgra and Lamb Weston in order to accomplish the objectives of this Employee Matters Agreement. Without limiting the generality of the preceding sentence, (a) ConAgra and Lamb Weston will cooperate in coordinating each of their respective payroll systems in connection with the transfers of LW Employees to the LW Group and the Distribution, (b) ConAgra will, and will cause its Subsidiaries to, transfer records to Lamb Weston as reasonably necessary for the proper administration of the LW Benefit Plans, to the extent such records are in ConAgra’s possession, (c) ConAgra and Lamb Weston will share, with each other and with their respective agents and vendors (without obtaining releases unless otherwise required by applicable Law), all employee, participant and beneficiary information necessary for the efficient and accurate administration of the Benefit Plans and Non-U.S. Plans, and (d) ConAgra and Lamb Weston will share such information as is necessary to administer equity awards pursuant to Article X, to provide any required information to holders of such equity awards, and to make any governmental filings with respect thereto.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Vendor Contracts . Prior to the Distribution, ConAgra and Lamb Weston will use reasonable best efforts to (a) negotiate with the current third-party providers to separate and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, third-party administrator agreement, letter of understanding or arrangement that pertains to one or more ConAgra Plan and one or more LW Plans (each, a “ Vendor Contract ”) to the extent that such rights or obligations pertain to LW Employees and Former LW Business Employees and their respective Plan Payees or, in the alternative, to negotiate with the current third-party providers to provide substantially similar services to the LW Plans on substantially similar terms under separate contracts with Lamb Weston or the LW Plans and (b) to the extent permitted by the applicable third-party provider, obtain and maintain pricing discounts or other preferential terms under the Vendor Contracts.

Section 14.2 Further Assurances . Prior to the Distribution, if either party identifies any commercial or other service that is needed to ensure a smooth and orderly transition of its business in connection with the consummation of the transactions contemplated hereby, and that is not otherwise governed by the provisions of this Employee Matters Agreement, the parties will cooperate in determining whether there is a mutually acceptable arm’s-length basis on which the other party will provide such service.

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Section 14.3 Employment Taxes Withholding Reporting Responsibility . ConAgra and Lamb Weston hereby agree to follow the standard procedure for United States employment Tax withholding as provided in Section 4 of Rev. Proc. 2004-53, I.R.B. 2004-34. ConAgra will withhold and remit all employment taxes for the last payroll date preceding the Distribution Date with respect to all current and former employees of ConAgra (or a member of the ConAgra Group) and Lamb Weston (or a member of the LW Group) who receive wages on such payroll date.

Section 14.4 Data Privacy . The parties agree that any applicable data privacy Laws and any other obligations of the ConAgra Group and the LW Group to maintain the confidentiality of any employee information or information held by any benefit plans in accordance with applicable Law will govern the disclosure of employee information among the parties under this Employee Matters Agreement. The ConAgra Group and the LW Group will ensure that they each have in place appropriate technical and organizational security measures to protect the personal data of the ConAgra Employees, Former ConAgra Employees, LW Employees and Former LW Business Employees.

Section 14.5 Third-Party Beneficiaries . Nothing contained in this Employee Matters Agreement will be construed to create any third-party beneficiary rights in any Person, including without limitation any ConAgra Employees, Former ConAgra Employees, LW Employees and Former LW Business Employees (including any dependent or beneficiary thereof) nor will this Employee Matters Agreement be deemed to amend any benefit plan of ConAgra, Lamb Weston, or their Affiliates or to prohibit ConAgra, Lamb Weston or their respective Affiliates from amending or terminating any benefit plan.

Section 14.6 Effect if Distribution Does Not Occur . If the Distribution does not occur, then all actions and events that are, under this Employee Matters Agreement, to be taken or occur effective as of the Distribution, or otherwise in connection with the Distribution will not be taken or occur except to the extent specifically agreed by the parties.

Section 14.7 Incorporation of Separation Agreement Provisions . The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions will apply as if fully set forth herein (references in this Section 14.7 to an “Article” or “Section” will mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference will be references to the Separation Agreement): Section 3.01 (relating to Further Assurances; Efforts to Obtain Consents); Section 3.03 (relating to Access to Information; Cooperation); Section 3.04 (relating to Confidentiality); Sections 3.06 and 3.08 (relating to Privileged Matters and Joint Defense, respectively); Article IV (relating to Indemnification; Limitation of Liability); Article V (relating to Dispute Resolution); and Article VI (relating to Miscellaneous). For the avoidance of doubt, this Agreement does not relate to or cover the LW Joint Ventures (including with respect to the current or former employees, directors or other service providers of the LW Joint Ventures).

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Section 14.8 No Representation or Warranty . Each of ConAgra (on behalf of itself and each member of the ConAgra Group) and Lamb Weston (on behalf of itself and each member of the LW Group) understands and agrees that, except as expressly set forth in this Employee Matters Agreement, the Separation Agreement or in any other Transaction Document, no party (including its Affiliates) to this Employee Matters Agreement, the Separation Agreement or any other Transaction Document, makes any representation or warranty with respect to any matter in this Employee Matters Agreement, including, without limitation, any representation or warranty with respect to the legal or Tax status or compliance of any Benefit Plan or Non-U.S. Plan, compensation arrangement or Employment Agreement, and ConAgra disclaims any and all liability with respect thereto. Except as expressly set forth in this Employee Matters Agreement, the Separation Agreement or any other Transaction Document, none of ConAgra, Lamb Weston or any of their respective Subsidiaries (including their respective Affiliates) makes any representation or warranty about and will not have any Liability for the accuracy of or omissions from any information, documents or materials made available in connection with entering into this Employee Matters Agreement, the Separation Agreement or any other Transaction Documents or the transactions contemplated hereby or thereby.

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IN WITNESS WHEREOF, the parties have caused this Employee Matters Agreement to be executed on the date first written above by their respective duly authorized officers.

Schedule 1.1

LW Employee ConAgra Participants

1. John F. Gehring

Schedule 2.5

Collective Bargaining Agreements

As of the Distribution Date, the following Collective Bargaining Agreements apply to the LW Employees or Former LW Business Employees:

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Schedule 5.3

Annual Cash Incentive Exceptions

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Schedule 5.4

Employment Agreements Retained by ConAgra

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Schedule 6.1(b)

ConAgra Welfare Plans

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Schedule 7.1(a)

ConAgra Pension Plans

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Schedule 8.1(a)

ConAgra 401(k) Plans

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Schedule 9.1(a)

ConAgra NQDC Plans

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Schedule 9.1(b)

NQDC Plan Transfer Exceptions

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Exhibit 10.3

TRANSITION SERVICES AGREEMENT

BETWEEN

CONAGRA FOODS, INC.

AND

LAMB WESTON HOLDINGS, INC.

Dated November 8, 2016

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT dated November 8, 2016 (this “ Agreement ”), is between ConAgra Foods, Inc., a Delaware corporation (“ ConAgra ”), and Lamb Weston Holdings, Inc., a Delaware corporation (“ Lamb Weston ”). ConAgra and Lamb Weston are sometimes referred to herein individually as a “ Party ”, and collectively as the “ Parties ”.

RECITALS

A. Lamb Weston and ConAgra are Parties to that certain Separation and Distribution Agreement dated as of even date herewith (the “ Separation Agreement ”).

B. Pursuant to the Separation Agreement, the Parties agreed to separate ConAgra into two companies (1) Lamb Weston which will own and conduct, directly and indirectly, the LW Business; and (2) ConAgra, which will continue to own and conduct, directly and indirectly, the Retained Business (the “ Separation ”).

C. In connection with the transactions contemplated by the Separation Agreement and in order to ensure a smooth transition following the Separation, each Party desires that the other Party provide, or cause its Affiliates or contractors to provide, certain transition services.

D. It is the intent of the Parties that the Services be provided at cost, and therefore, the Fees set forth on Annex B were calculated to reflect costs.

In consideration of the forgoing and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement:

“ Additional Service ” has the meaning set forth in Section 2.2 .

“ Agreement ” has the meaning set forth in the Preamble.

“ Authorized Representative ” means, for each Party, any of the individuals listed on Annex A under the name of such Party.

“ Availed Party ” has the meaning set forth in Section 5.2(a) .

“ ConAgra ” has the meaning set forth in the Preamble.

“ Eligible Services ” has the meaning set forth in Section 6.2(a) .

“ Extendable Service ” has the meaning set forth in Section 6.1(b) .

“ Fees ” means the fees for a particular Service as set forth on Annex B .

“ Force Majeure Events ” has the meaning set forth in Section 3.5(b) .

“ Invoice ” has the meaning set forth in Section 4.3(a) .

“ Lamb Weston ” has the meaning set forth in the Preamble.

“ Objection Notice ” has the meaning set forth in Section 4.4 .

“ Partial Termination ” has the meaning set forth in the Section 6.2(a) .

“ Party ” has the meaning set forth in the Preamble.

“ Payment Due Date ” has the meaning set forth in Section 4.3(b) .

“ Safety and Security Policies ” has the meaning set forth in Section 5.2(a) .

“ Separation ” has the meaning set forth in the Recitals.

“ Separation Agreement ” has the meaning set forth in the Recitals.

“ Service Provider ” means ConAgra or any of its Subsidiaries providing a Service hereunder.

“ Service Recipient ” means Lamb Weston or any of its Subsidiaries receiving a Service hereunder.

“ Service Recipient Data ” means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Provider’s computer systems or software) in relation to the provision of the Services.

“ Service Term ” means the term for a particular Service as set forth on Annex B .

“ Services ” means the Services generally described on Annex B and any other Service provided by ConAgra or any of its Subsidiaries pursuant to this Agreement.

“ Systems ” has the meaning set forth in Section 5.2(a) .

“ Term ” has the meaning set forth in Section 6.1(a) .

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ARTICLE II

PERFORMANCE AND SERVICES

Section 2.1 General .

(a) During the Term, and subject to the terms and conditions of this Agreement, ConAgra will provide, or cause to be provided, the Services to Lamb Weston and its Subsidiaries. The applicable Fee for each Service will be the specified Fee for such Service set forth on Annex B , and the applicable Service Term for each Service will be the specified Service Term for such Service set forth on Annex B . Notwithstanding anything to the contrary contained herein or on any Annex, ConAgra will have no obligation under this Agreement to: (i) operate the LW Business or any portion thereof (it being acknowledged and agreed by ConAgra and Lamb Weston that providing the Services will not be deemed to be operating the LW Business or any portion thereof); (ii) advance funds or extend credit to Lamb Weston; (iii) hire new employees for the purpose of providing the Services; (iv) provide Services to any Person other than members of the LW Group; or (v) implement systems, processes, technologies, plans or initiatives developed, acquired or utilized by ConAgra whether before or after the Distribution Date.

(b) Notwithstanding anything to the contrary in this Agreement, neither ConAgra nor Lamb Weston (nor any of their respective Subsidiaries) will be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, sublicense, authorization, certification or permit.

Section 2.2 Additional Services . If Lamb Weston reasonably determines that additional transition services (not listed on Annex B ) of the type previously provided by the ConAgra Group to the LW Business are necessary to conduct the LW Business, and Lamb Weston or its Subsidiaries are not able to provide such services to the LW Business or such services are not commercially available from third party providers, then Lamb Weston may provide written notice thereof to ConAgra. Upon receipt of such notice by ConAgra, if ConAgra is willing, in its sole discretion, to provide such additional service during the Term, the Parties will negotiate in good faith an amendment to Annex B setting forth the additional service (each such service an “ Additional Service ”), the terms and conditions for the provision of such Additional Service and the Fees payable by Lamb Weston for such Additional Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs.

Section 2.3 Service Requests . Any requests by a Party to the other Party regarding the Services or any modification or alteration to the provision of the Services must be made by an Authorized Representative (it being understood that the receiving Party will not be obligated to agree to any modification or alteration requested thereby). Notwithstanding anything to the contrary hereunder, each Party may avail itself of the remedies set forth in Section 6.3 without fulfilling the notice requirements of this Section 2.3 .

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Section 2.4 Access . Subject to Section 5.2 , Lamb Weston, at the reasonable request of ConAgra, will make available on a timely basis to ConAgra all information reasonably requested by ConAgra to enable it to provide the Services. Lamb Weston will give ConAgra and its Affiliates, employees, agents and representatives, as reasonably requested by ConAgra, reasonable access, during regular business hours and at such other times as are reasonably required, to the premises of the LW Business for the purposes of providing the Services.

ARTICLE III

SERVICE QUALITY; INDEPENDENT CONTRACTOR

Section 3.1 Service Quality .

(a) The Service Provider will perform the Services in a manner and quality that is substantially consistent with the Party’s past practice (including as to quantity) in performing the Services for the LW Business, and in any event in compliance with any terms or service levels set forth on the applicable Annex. The Service Recipient will use the Services in substantially the same manner and on substantially the same scale as they were used by such Party and its Affiliates in the past practice of the LW Business, prior to the Distribution Date.

(b) Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement have been, and will continue to be provided (in accordance with this Agreement and the Annexes hereto) to the LW Business by third parties designated by the Service Provider. To the extent so provided, the Party responsible for providing such Services will use Commercially Reasonable Efforts to (i) cause such third parties to provide such Services under this Agreement and/or (ii) enable the Party seeking the benefit of such Services and its Subsidiaries to avail itself of such Services; provided , however , that if any such third party is unable or unwilling to provide any such Services, the Parties agree to use their Commercially Reasonable Efforts to determine the manner, if any, in which such Services can best be provided (it being acknowledged and agreed that any costs or expenses to be incurred in connection with obtaining a third party to provide any such Services will be paid by the Party to which such Services are provided; provided that the Service Provider will use Commercially Reasonable Efforts to communicate the costs or expenses expected to be incurred in advance of incurring such costs or expenses).

Section 3.2 Independent Contractor; Assets .

(a) The Service Provider is an independent contractor. All employees and representatives of the Service Provider and any of its Subsidiaries involved in providing Services will be under the exclusive direction, control and supervision of the Service Provider or its Subsidiaries (or their subcontractors) providing such Services, and not of the Service Recipient. The Service Provider or its Subsidiaries (or their subcontractors) providing the Services will be solely responsible for compensation of its employees, and for all withholding, employment or payroll taxes, unemployment insurance, workers’ compensation, and any other insurance and fringe benefits with respect to such

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employees. The Service Provider or its Subsidiaries (or their subcontractors) providing the Services will have the exclusive right to hire and fire any of its employees in accordance with applicable Law. The Service Recipient will have no right to direct and control any of the employees or representatives of the Party or its Subsidiaries (or their subcontractors) providing such Services.

(b) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Party, any of its Subsidiaries or any third party service provider in connection with the provision of the Services hereunder will remain the property of such Party, its Subsidiaries or such service providers and, except as otherwise provided herein, will at all times be under the sole direction and control of such Party, its Subsidiaries or such third party service provider. No license under any patents, know-how, trade secrets, copyrights or other rights is granted by this Agreement or any disclosure in connection with this Agreement by either Party.

Section 3.3 Uses of Services . The Service Provider will be required to provide the Services only to the Service Recipient and the Service Recipient’s Subsidiaries in connection with the Service Recipient’s operation of the Business. The Service Recipient may not resell any Services to any Person whatsoever or permit the use of such Services by any Person other than in connection with the operation of the Business in the ordinary course of business.

Section 3.4 Transition of Responsibilities . Lamb Weston agrees to use Commercially Reasonable Efforts to reduce or eliminate its and its Subsidiaries’ dependence on each Service as soon as is reasonably practicable. Each Party agrees to cooperate with the other Party to facilitate the smooth transition of the Services being provided to the Service Recipient by the Service Provider.

Section 3.5 Disclaimer of Warranties: Force Majeure .

(a) Except as expressly set forth in this Agreement: (i) Lamb Weston acknowledges and agrees (on behalf of itself and any other Service Recipient) that ConAgra makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) ConAgra hereby expressly disclaims all warranties with respect to the Services to be provided hereunder, as further set forth immediately below.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER.

(b) Notwithstanding anything to the contrary contained in this Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for

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Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority, riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a third party to satisfy its contractual obligations, or any other similar cause (“ Force Majeure Events ”); provided , however , that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force Majeure Event, such Party will use Commercially Reasonable Efforts to resume promptly its performance hereunder.

ARTICLE IV

FEES; PAYMENT

Section 4.1 Fees . The Service Recipient will pay the Service Provider the Fees for the Services provided by such Service Provider under this Agreement. The Fees for the Services are set forth on Annex B .

Section 4.2 Taxes . To the extent required or permitted by applicable Law, there will be added to any Fees due under this Agreement, and Lamb Weston agrees to pay to the Service Provider, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Services provided under this Agreement, or their use, including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Service Provider hereunder. In the event taxes are not added to an invoice from the Service Provider hereunder, the Service Recipient is responsible to remit to the appropriate tax jurisdiction any additional amounts due including taxes, interest and penalties. The Parties will cooperate with each other to minimize any of these taxes to the extent reasonable. If additional amounts are determined to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, Lamb Weston agrees to reimburse the Service Provider for the additional amounts due including taxes, interest and penalties. Lamb Weston will have the right to contest the assessment with the tax jurisdiction at its own expense. The Service Provider hereunder will be responsible for penalties or interest solely attributable to its failure to remit invoiced taxes. The Parties further agree that, notwithstanding the foregoing, neither Party will be required to pay any franchise taxes, taxes based on the income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services. Notwithstanding anything else in this Agreement to the contrary, the obligations of this Section 4.2 will remain in effect until the expiration of the relevant statutes of limitation.

Section 4.3 Invoices and Payment .

(a) Unless otherwise specified in Annex B , within 10 days following the end of each fiscal month of Service Provider, the Service Provider will submit to the Service

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Recipient for payment a written statement of amounts due under this Agreement for such month (an “ Invoice ”). The Invoice will set forth the Fees and any third party costs or charges that are required to be reimbursed by Service Recipient in connection with the provision of any Services, in the aggregate and itemized, based on the descriptions set forth on Annex B . Each statement will specify the nature of any amounts due for any Fees as set forth on Annex B and will contain reasonably satisfactory documentation in support of such amounts as specified therein and such other supporting detail as the Service Recipient may reasonably require to validate such amounts due.

(b) Unless otherwise specified in Annex B , Lamb Weston will pay all amounts due pursuant to an Invoice no later than 14 days after the date of the Invoice (the “ Payment Due Date ”). All timely payments under this Agreement will be made without early payment discount.

(c) Subject to Section 4.4 , if Lamb Weston fails to pay the full amount of any invoice by the Payment Due Date, such failure will be considered a material default under this Agreement. The remedies provided to each Party by this Section 4.3(c)  and by  Section 6.3  will be cumulative with respect to any other applicable provisions of this Agreement. Payments made after the Payment Due Date will bear interest at the rates set forth in Annex B for the applicable Services.

Section 4.4 Payment Disputes . The Service Recipient may object to any amounts for any Service invoiced to it at any time before, at the time of, or after payment is made, provided such objection is made in writing (“ Objection Notice ”) to the Service Provider prior to the Payment Due Date. Any dispute under this Section 4.4 will be resolved in accordance with the provisions of Section 7.8 and Article V of the Separation Agreement. The Service Recipient will pay interest, which will begin to accrue beginning on the date that is 60 days following receipt of the Service Recipient’s Objection Notice, at an annual rate equal to the Prime Rate plus 2.0% (compounded monthly) on any amounts it is required to pay to the Service Provider upon resolution of the dispute if the dispute is resolved in the Service Provider’s favor.

ARTICLE V

CONFIDENTIALITY

Section 5.1 Confidentiality . Each Party agrees that the specific terms and conditions of this Agreement and any information, Service Recipient Data and Materials conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 3.04 of the Separation Agreement.

Section 5.2 Security .

(a) If either Party (including its Affiliates and their employees, authorized agents and subcontractors) is given access to the other Party’s computer systems or software (collectively, “ Systems ”), premises, equipment, facilities or data in connection with the Transition Services, the Party given access (the “ Availed Party ”) will comply

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with (and will cause its Affiliates, and their employees, authorized agents and subcontractors to comply with) all of the other Party’s policies and procedures in relation to the use and access of the other Party’s Systems, premises, equipment, facilities or data (collectively, “ Safety and Security Policies ”), and will not tamper with, compromise or circumvent any safety, security or audit measures employed by such other Party. The Availed Party will access and use only those Systems, premises, equipment, facilities and data of the other Party for which it has been granted the right to access and use.

(b) Each Party will use Commercially Reasonable Efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems, premises, equipment, facilities and data of the other Party gain such access, and use Commercially Reasonable Efforts to prevent unauthorized access, use, destruction, alteration or loss of such Systems, premises, equipment, facilities or data (including, in each case, any information contained therein), including notifying its personnel of the restrictions set forth in this Agreement and of the Safety and Security Policies.

(c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Safety and Security Policies, that any unauthorized Availed Party personnel has accessed the Systems, premises, equipment, facilities or data, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of, or damage to, premises, facilities, equipment, data, information or software of the other Party, the Availed Party will promptly terminate any such person’s access to the Systems, premises, equipment, facilities or data and promptly notify the other Party. In addition, such other Party will have the right to deny personnel of the Availed Party access to its Systems, premises, equipment, facilities or data upon notice to the Availed Party in the event that the other Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 5.2(c) or otherwise pose a security concern. The Availed Party will use Commercially Reasonable Efforts to cooperate with the other Party in investigating any apparent unauthorized access to such other Party’s Systems, premises, equipment, facilities or data.

(d) If any Systems, premises, equipment or facilities of a Party are damaged (ordinary wear and tear excepted) due to the conduct of the Availed Party or any of its Affiliates, or their employees, authorized agents or subcontractors, the Availed Party will be liable to the other Party for all costs associated with such damage, to the extent such costs exceed any available insurance proceeds.

ARTICLE VI

TERMINATION

Section 6.1 Term .

(a) The term of this Agreement (the “ Term ”) will commence on the Distribution Date and end on the earliest to occur of (i) the date on which the provision of all Services have terminated pursuant to Annex B (inclusive of any term extension agreed to by the Parties for any Extendable Service pursuant to Section 6.1(b) ), (ii) the date on which the provision of all Services has been terminated by the Parties pursuant to Section 6.2 , (iii) the date this Agreement is terminated pursuant to Section 6.3 and (iv) the date that is 18 months after the Distribution Date.

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(b) Annex B identifies those Services that are eligible for an extension of their respective Service Term as provided in this Section 6.1(b) (each such Service, an “ Extendable Service ”). To the extent reasonably necessary to (i) continue the transition of any Extendable Service from ConAgra or its Affiliates to Lamb Weston, its Affiliates or other providers and (ii) the continued operation of Lamb Weston’s business in connection therewith, in each case, as reasonably agreed by Lamb Weston and ConAgra, Lamb Weston may elect, by delivering written notice to ConAgra no later than 45 days prior to the end of the then in effect term for such Extendable Service, to extend any such Extendable Service (and, as necessary, the term of this Agreement with respect to such Service) by a period of up to six months (or such shorter extension period as provided in Annex B for such Extendable Service); provided , however , that Lamb Weston may only extend each such Extendable Service one time; provided further , however , that any extension of the Service Term for such Extendable Service is subject to receiving any necessary consents from third party vendors to such extension. To the extent the Service Term of any Extendable Service is extended hereunder, Service Recipient will be responsible for any incremental costs related to enabling such extension.

Section 6.2 Partial Termination .

(a) Annex B identifies those Services that are eligible for termination prior to the expiration of the Service Term (“ Eligible Services ”). The Service Recipient may, upon providing to the Service Provider the notice specified in Annex B and satisfying any such other requirements specified in Annex B with respect to any such Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “ Partial Termination ”); provided , that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination.

(b) In the event of any termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the Service Provider for (i) Service Recipient’s proportional share of any third party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any third party cancellation or similar charges incurred as a result of the Service Recipient’s early termination.

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Section 6.3 Termination of Entire Agreement . Subject to the provisions of  Section 6.5 , a Party will have the right to terminate this Agreement or effect a Partial Termination effective upon delivery of written notice to the other Party if the other Party:

(a) makes an assignment for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage (with respect to its own property and business) of any state, federal or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 30 days; or

(b) materially defaults in the performance of any of its covenants or obligations contained in this Agreement (or, in the case of a Partial Termination, with respect to the Services being terminated) and such default is not remedied to the non-defaulting Party’s reasonable satisfaction within 45 days after receipt of written notice by the defaulting Party informing such Party of such default, or if such default is not capable of being cured within 45 days, if the defaulting Party has not promptly begun to cure the default within such 45-day period and thereafter proceeded with all diligence to cure the same.

Section 6.4 Procedures on Termination . Following any termination of this Agreement or Partial Termination, each Party will cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Subsidiaries’ businesses. Termination will not affect any right to payment for Services provided prior to termination.

Section 6.5 Effect of Termination . Section 4.1 and Section 4.2  (in each case, with respect to Fees and Taxes attributable to periods prior to termination), Section 3.2 , Section 4.3 , Section 4.4 , Section 6.4 , this  Section 6.5 ,  ARTICLE I , ARTICLE V ,  ARTICLE VII  and  ARTICLE VIII  will survive any termination of this Agreement. In the event of a Partial Termination, this Agreement will remain in full force and effect with respect to the Services which have not been terminated by the Parties as provided herein. For the avoidance of doubt, the termination of this Agreement with respect to some, but not all, Services identified on Annex B, will not be a termination of this Agreement.

ARTICLE VII

INDEMNIFICATION AND DISPUTE RESOLUTION

Section 7.1 Limitation of Liability .

(a) No Party nor any of such Party’s Affiliates will be liable, whether in contract, tort (including negligence and strict liability) or otherwise, for any special, indirect, punitive, incidental or consequential damages whatsoever that in any way arise out of, relate to, or are a consequence of, its performance or nonperformance

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hereunder, or the provision of or failure to provide any Service hereunder, including loss of profits, diminution in value, business interruptions and claims of customers, whether or not such damages are foreseeable or any Party has been advised of the possibility or likelihood of such damages.

(b) Except for Damages arising out of or related to the gross negligence, willful misconduct or bad faith of the Service Provider, in no event will the Service Provider’s aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the Fees paid or payable to the Service Provider from the Service Recipient pursuant to this Agreement in respect of the Service from which such Damages flows.

(c) Each Party will use Commercially Reasonable Efforts to mitigate the Damages for which the other is responsible hereunder.

Section 7.2 Indemnification by Lamb Weston . Lamb Weston will indemnify, defend and hold harmless each of the ConAgra Indemnified Parties for any Damages attributable to any third party claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Lamb Weston or (ii) the provision of the Services by ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors, except to the extent that such third party claims for Damages are finally determined by a court of competent jurisdiction to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors in providing the Services.

Section 7.3 Indemnification by ConAgra . ConAgra will indemnify, defend and hold harmless each of the LW Indemnified Parties for any Damages attributable to any third party claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by ConAgra or (ii) any gross negligence, willful misconduct or bad faith by ConAgra, the other members of the ConAgra Group, or its or their employees, suppliers or contractors, in the provision of the Services by ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors pursuant to this Agreement.

Section 7.4 Exclusive Remedy . Except for equitable relief and rights pursuant to Section 4.2 , Section 4.3(b) or ARTICLE V , the indemnification provisions of this ARTICLE VII will be the exclusive remedy for breach of this Agreement.

Section 7.5 Risk Allocation . Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.5(a) and the limitations on liability in Section 7.1 . Modifying the allocation of risk from what is stated here would affect the Fees that are charged for the Services, and in consideration of those Fees, each Party agrees to the stated allocation of risk.

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Section 7.6 Indemnification Procedures . All claims for indemnification pursuant to Section 5.2(d) or this ARTICLE VII will be made in accordance with the provisions set forth in Article IV of the Separation Agreement. Notwithstanding anything to the contrary hereunder, neither Party may assert against the other Party or submit to arbitration or legal proceedings any cause of action, dispute or claim for indemnification which accrued more than two years after the later of (a) the occurrence of the act or event giving rise to the underlying cause of action, dispute or claim and (b) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the cause of action, dispute or claim.

Section 7.7 Express Negligence . THE INDEMNITY, RELEASES AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING ARTICLE II AND THIS ARTICLE VII ) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

Section 7.8 Dispute Resolution . Except for claims arising under ARTICLE V , any Dispute arising out of or relating to this Agreement will be resolved as provided in Article V of the Separation Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Amendments and Waivers .

(a) This Agreement may be amended and any provision of this Agreement may be waived; provided , however , that any such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

(b) No delay or failure in exercising any right, power or remedy hereunder will affect or operate as a waiver thereof; nor will any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any Party would otherwise have.

Section 8.2 Notices . All notices, requests, permissions, waivers and other communications hereunder will be in writing and will be deemed to have been duly given (a) upon transmission, if sent by email with confirmation of receipt, (b) when delivered, if delivered personally to the intended recipient, and (c) one Business Day following sending by overnight delivery via an international courier service and, in each case, addressed to a Party at the following address for such Party:

If to ConAgra:

ConAgra Foods, Inc.

222 W. Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

Attention: Colleen Batcheler

Email: colleen.batcheler@conagra.com

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if to Lamb Weston:

Lamb Weston Holdings, Inc.

599 S. Rivershore Lane

Eagle, Idaho 83616

Attention: Eryk Spytek

Email: eryk.spytek@conagra.com

or to such other address(es) as may be furnished in writing by any such Party to the other Party in accordance with the provisions of this Section 8.2 .

Section 8.3 Entire Agreement . This Agreement, including the Annexes hereto and the sections of the Separation Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

Section 8.4 No Third-Party Beneficiaries . Except to the extent otherwise provided in ARTICLE VII , this Agreement is solely for the benefit of the Parties and does not confer on third parties any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

Section 8.5 Governing Law . The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the State of Delaware, without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply.

Section 8.6 Assignment . No Party may assign its rights or delegate its duties under this Agreement without the written consent of the other Party, except that a Party may assign its rights or delegate its duties under this Agreement to a member of its Group, provided that (a) such Person agrees in writing to be bound by the terms and conditions contained in this Agreement and (b) such assignment or delegation will not relieve any Party of its indemnification obligations or other obligations under this Agreement. Any attempted assignment or delegation in contravention of the foregoing will be void.

Section 8.7 Severability . The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions

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hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable Law.

Section 8.8 Counterparts . This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one Party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party will re-execute original forms thereof and deliver them to the requesting Party.

Section 8.9 Rules of Construction . The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Whenever required by the context, any pronoun used in this Agreement or Annexes will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. References in this Agreement to any document, instrument or agreement (including this Agreement) includes and incorporates all exhibits, disclosure letters, schedules and other attachments thereto. Unless the context otherwise requires, any references to an “Annex,” “Section” or “Article” will be to an Annex, Section or Article to or of this Agreement. The use of the words “include” or “including” in this Agreement or the Schedules will be deemed to be followed by the words “without limitation.” The use of the word “covenant” will mean “covenant and agreement.” The use of the words “or,” “either” or “any” will not be exclusive. Days mean calendar days unless specified as Business Days. References to statutes will include all regulations promulgated thereunder, and references to statutes or regulations will be construed to include all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation as of the date hereof. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement or any other Transaction Document or any Ancillary Agreement, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the Parties hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

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Section 8.10 Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement without proof of actual damages, this being in addition to any other remedy to which any Party is entitled at Law or in equity. Each Party further agrees that no other Party or any other Person will be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.10 , and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and will not contest the appropriateness of specific performance as a remedy.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

Annex A

AUTHORIZED REPRESENTATIVES

[See Attached.]

TSA-Annex A

Authorized Representatives
Function
ConAgra
Lamb Weston
TSA Lead
Jim Blakemore
John MacArthur
IT
Michelle Miller / Amit Khot
Bill Cox
HR (HRES/Payroll)
Aubrey Froelich
Linda Baird
Finance & Accounting
Brad Costanzo
Brandon Koehler
Mexico Finance
Tanya Amador
Brandon Koehler
Operations
Tom Culross
Tony Campbell
Supply Chain/Procurement
Bob Hill
Sue Duffy
Marketing
Cynthia Arnold
Danny Bawcom
R&I and Quality
Deann Akins-Lewanthal
Chris Rhynalds
Treasury
Pam Malmos
Scott Schneider
Tax
Ken Groetsema
Mark Wynn
GBS
Jodi Maciejewski
Brandon Koehler
Real Estate & Facilities
John Lewandowski
Scott Schneider
Steering/Escalation Board
Bill Hahn, Dan Jones
LW SLT

Annex B

SERVICES AND FEES

[See Attached.]