Exhibit





Exhibit 10.31.1



	
		
	
	

222 W. MERCHANDISE MART PLAZA 
SUITE 1300 CHICAGO, IL 60654








October 6, 2017


VIA ELECTRONIC MAIL


Lamb Weston Holdings, Inc. 
599 S. Rivershore Lane 
Eagle, Idaho 83616 
Attention: Eryk Spytek
Email: 




Re:    TSA Extension 


Dear Mr. Spytek:


Reference is hereby made to that certain Transition Services Agreement, dated November 9, 2016 (the "Agreement"), by and between Conagra Foods, Inc., a Delaware corporation ("Conagra"), and Lamb Weston Holding, Inc., a Delaware corporation ("Lamb Weston"). Capitalized terms used but not defined in this letter are used as defined in the Agreement.


Per our recent discussions, Lamb Weston and Conagra would like to extend the term of certain Services as described on Exhibit A (Lamb Weston TSA Extension Amendment 1) hereto, including with respect to the Fees to be paid to Conagra by Lamb Weston for such Services and the extension of the term related thereto (the "Extended Services").


If you agree with the extension of the Extended Services as set forth on Exhibit A, please counter­ sign this letter and return it to via email to                              before October 20, 2017. By counter-signing and returning this letter by such date, Lamb Weston and Conagra agree that: (a) the term of the Extended Services shall be extended as set forth on Exhibit A and (b) Lamb Weston shall pay to Conagra, in accordance with the terms and conditions of the Agreement, including Article IV (FEES; PAYMENT) thereof, the Fees set forth on Exhibit A for the Extended Services. The parties acknowledge and agree that (1) with respect to the Extended Services, the Agreement will remain in full force and effect in all respects; (2) with respect to the Extended Services, the Agreement shall be terminated as of April 30, 2018, provided that the Extended Services shall also be considered Eligible Services that may be terminated prior to the expiration of their respective extended Service Term(s) in accordance with Section 6.2(a) and 6.2(b) of the Agreement; and (3) for all other purposes and in all other respects, the Agreement shall be terminated on November 9, 2017. Notwithstanding the above, the parties acknowledge duties and rights that survive termination of the agreement including access to information that may be required for audit purposes. The parties further agree, should services be required after April 30, 2018, to negotiate in good faith a new arms-length service agreement at fair market value, such agreement not to be unreasonably withheld.


If have any questions regarding this letter, Exhibit A, or the Agreement, please feel free to contact Jim Blakemore at                                              .


[ Signature page follows]












Sincerely,


CONAGRA FOODS, INC.




By: /s/ Jim Blakemore            
Name: Jim Blakemore 
Title: VP, Strategy & Corporate Development






ACCEPTED AND AGREED BY:




LAMB WESTON HOLDINGS, INC. 




By: /s/ Eryk Spytek             
Name: Eryk Spytek 
Title: Senior Vice President, General Counsel 
and Corporate Secretary


Date:  October 9, 2017 




cc: Via email:
Bernadette Madarieta 
Don Barber 
John MacArthur  












Exhibit A