Fourth Amendment to Employee Investment Plan



 Exhibit 10.71 
  
 FOURTH AMENDMENT 
  
 EMPLOYEE INVESTMENT PLAN OF LEVI STRAUSS & CO. 
  

WHEREAS, Levi Strauss & Co. (“LS&CO.) maintains the Employee Investment Plan of Levi Strauss & Co. (the “Plan”) to
provide retirement benefits for its eligible employees; and 
  
 WHEREAS, LS&CO. has retained the right to amend the Plan pursuant to Section 17.1 of the Plan; and 
  
 WHEREAS, effective for Plan Years beginning on or after December 1, 2003, including any pay period ending during such Plan Years, LS&CO.
desires to amend the Plan to replace the current discretionary matching contribution formula with a fixed matching contribution and an option for a variable matching contribution; and 
  
 WHEREAS, subject to Plan and Internal Revenue Code limitations, the fixed matching contribution will equal twenty
percent (20%) of the participant’s deferral contribution to the Plan; and 
  
 WHEREAS, the variable matching contribution (a) shall be based solely on LS&CO.’s LSUSA Annual Incentive Plan results; and, (b) shall be conditioned upon a Plan participant being actively employed with
LS&CO. as of the last working day of the Plan Year to which the variable matching contribution relates (except for those who retire or are laid off); and 
  
 WHEREAS, the amendment herein is within the delegated authority of Fred D. Paulenich; and 
  
 NOW THEREFORE, the Plan is hereby amended, effective as of December 1,
2003, in the following respects: 
  
 1. The following replaces
Section 2.35 of the Plan: 
  
 “2.35 “Matching
Contributions” means the contribution made by the Company described in Section 5.1” 
  
 2. The following replaces Section 5.1 of the Plan: 
  
 “5.1 Matching Contributions For each period during a Plan Year, as determined by the Board of Directors (an
“Accumulation Period”), the Company may in its sole and absolute discretion make a fixed and/or variable Matching Contribution to the Plan on behalf of a Member. A Matching Contribution under this Section 5.1 will be reduced by any amount
which cannot be allocated to the Member because of the Maximum Permissible Amount limitation described in Section 12.1. 
  
 (a) Fixed Matching Contribution. The fixed Matching Contribution shall equal twenty percent (20%) of the Member’s Member Contribution, provided that
Member Contributions in excess of ten percent (10%) of such Member’s Compensation will not be matched. 







 (b) Variable Matching Contribution. The variable Matching Contribution, if any, shall be based solely on
the Company’s LSUSA Annual Incentive Plan (“AIP”) results. If the Board of Directors determines that the AIP is funded at or above 100%, a variable Matching Contribution will be made in accordance with the following table: 

 

			
	 AIP Percent Funded

	 	 Variable Matching Contribution


	 120%
	 	55%
	 115%
	 	35%
	 110%
	 	20%
	 105%
	 	10%
	 100%
	 	5%

  
 If a variable Matching
Contribution is awarded, any Member Contribution in excess of ten percent (10%) of such Member’s Compensation will not receive a variable Matching Contribution. No variable Matching Contribution will be allocated on behalf of a Member during
the applicable Accumulation Period unless he or she is an Employee as of the last working date of such Accumulation Period; provided that such requirement of being an Employee as of the last working day of an Accumulation Period shall not apply in
the event a Member retires or is laid off by the Company, as determined by the Administrative Committee, before such date, or if the Board of Directors waives such requirement in accordance with the exceptions prescribed under section
1.401(a)(4)-2(b)(4)(iii) of the Code.” 
  
 (c) Form of
Matching Contribution. The Matching Contribution will be made in the form of cash. 
  
 3. The following replaces the first paragraph of Section 5.3 of the Plan 
  
 “5.3 Deposit with Trustee; Crediting Accounts. 
  

(a) The fixed Matching Contribution under Section 5.1(a) will be paid to the Trustee within a reasonable period of time after the end of the applicable
payroll period. 
  
 (b) The variable Matching Contribution for any
Accumulation Period will be paid to the Trustee as soon as administratively practicable after such contribution is authorized by the Board of Directors, but in no event later than twelve (12) months after the close of the Plan Year to which such
variable Matching Contribution relates. 
  
 (c) All Matching
Contributions under Section 5.1 shall be 100% vested and all interest of the Company shall cease in such contribution once they are received by the Trustee. A Member’s share of the Matching Contribution will be credited to his or her Matching
Account. 
  
 * * * 
  

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 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 17th day of
November, 2003. 
  

			
	LEVI STRAUSS & CO.
		
	By:	 	/s/    FRED D. PAULENICH
	 	 	

	 	 	 Fred D. Paulenich
 Senior Vice President of Worldwide Human Resources



  

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