CAPITAL ACCUMULATION PLAN OF
                               LEVI STRAUSS & CO.
                               ------------------

                               LEVI STRAUSS & CO.
                      SUPPLEMENTAL BENEFIT RESTORATION PLAN
                      -------------------------------------

                           EMPLOYEE INVESTMENT PLAN OF
                               LEVI STRAUSS & CO.
                               ------------------

                                   AMENDMENTS


         WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Capital
Accumulation Plan of Levi Strauss & Co. (the "CAP"), the Levi Strauss & Co.
Supplemental Benefit Restoration Plan (the "SBRP"), and the Employee Investment
Plan of Levi Strauss & Co. (the "EIP") (collectively referred to as the
"Plans"); and

         WHEREAS, Q&A-33 of Part 2 of the CAP provides that LS&CO. may amend the
CAP at any time and for any reason; and

         WHEREAS, LS&CO. desires to amend and restate the CAP in its entirety
effective January 1, 2001; and

         WHEREAS, Section VIII of the SBRP provides that LS&CO. may amend the
SBRP, in whole or in part; and

         WHEREAS,  LS&CO. desires to amend the SBRP, effective January 1, 2001,
to eliminate future benefits under the SBRP relating to defined contribution
plans; and

         WHEREAS, Section 18 of the EIP provides that LS&CO. may amend the EIP
at any time and for any reason;

         WHEREAS, LS&CO. desires to amend the EIP, effective January 1, 2001, to
clarify that  participants who transfer to the CAP during any Plan Year will not
be  eligible  to  re-enter  the EIP until the first pay period of January of the
next Plan Year; and

         WHEREAS,  by  resolutions  duly adopted on June 22, 2000,  the Board of
Directors of LS&CO. authorized Philip A. Marineau, President and Chief Executive
Officer,  to take  certain  actions  with  respect  to the Plans and to  further
delegate the authority to take certain actions with respect to the Plans; and

         WHEREAS,  on June 22, 2000, Philip A. Marineau  delegated to any Senior
Vice  President,  Human  Resources,  including  Fred D.  Paulenich,  Senior Vice
President of Worldwide  Human  Resources,  the authority to take certain actions
with respect to the Plans and such delegation has not been amended, rescinded or
superseded as of the date hereof; and



         WHEREAS, the amendments herein are within the delegated authority of
Fred D. Paulenich;

         NOW  THEREFORE,  effective as of January 1, 2001,  the Plans are hereby
amended as follows:

1.       The CAP is hereby amended and restated, in its entirety, as set forth
         in the Exhibit attached hereto.

2.       The first  sentence of the second  paragraph of the Preamble to the
         SBRP is hereby amended in its entirety to read as follows:

                           "The  Plan is  intended  to (i)  supplement  benefits
         under the Revised  Home Office  Pension  Plan of Levi Strauss & Co. and
         the Levi Strauss & Co. Revised Employee Retirement Plan (the "Qualified
         Plans")  maintained by Levi Strauss & Co. (the "Company") to the extent
         such  benefits are reduced due to the limits of section  401(a)(17)  of
         the Code, and (ii) provide  benefits  pursuant to the 1999  Enhancement
         that cannot be paid under the Qualified Plans due to  nondiscrimination
         rules under the Code."

3.       Section II of the SBRP is hereby amended in its entirety to read as
         follows:

                           "Each  employee  whose  benefits  under the Qualified
         Plans are reduced as a result of the limitations on benefits imposed by
         section 401(a)(17) of the Code or as a result of the application of the
         nondiscrimination  rules  under  the Code to  benefits  under  the 1999
         Enhancement, shall participate in the Plan unless he shall elect not to
         participate in the Plan by written  notice to the Committee  whereby he
         waives all present and future rights to benefits under the Plan."

4.       The first sentence of Section III of the SBRP is hereby amended in its
         entirety to read as follows:

                           "Subject to  paragraph  (c) below,  the amount of the
         benefit  payable  to or in respect of an  Eligible  Employee  hereunder
         shall be the sum of the amounts described in paragraphs (a) and (b):"

5.       Current  paragraphs (b) and (c) of Section III of the SBRP and any
         references  thereto are hereby deleted in their entirety.

6.       Current  paragraphs  (d) and  (e) of  Section  III of the  SBRP and any
         references  thereto are  hereby redesignated as paragraphs (b) and (c),
         respectively.

7.       Subparagraphs  (2) and (3) of paragraph (a) of Section IV and any
         references  thereto are hereby  deleted in their entirety.



8.       Section 4.2 of the EIP is hereby  amended by adding the  following
         sentence to the end thereof to read as follows:

         "If any Member is affected by this  limitation,  the Member will not be
         permitted to make any Member  Contributions to the Plan until the first
         pay period of the January  following  the end of the Plan Year in which
         such Member is affected by this limitation."

                                      * * *

         IN WITNESS WHEREOF,  LS&CO. has caused this instrument to be executed
by its duly authorized  officer this ___ day of _______________________, 20____.


                              LEVI STRAUSS & CO.

                              ---------------------------------
                              Fred D. Paulenich
                              Senior Vice President of Worldwide Human Resources