<PAGE>

                                                                   EXHIBIT 10.20

                          EMPLOYEE INVESTMENT PLAN OF

                         LEVI STRAUSS ASSOCIATES INC.
                         ----------------------------

                (As Amended and Restated Effective November 27,
             1989, with main text reflecting certain changes as of
                              September 1, 1994)
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                          ---------------------------

                         LEVI STRAUSS ASSOCIATES INC.
                         ----------------------------

                (As Amended and Restated Effective November 27,
             1989, with main text reflecting certain changes as of
                              September 1, 1994)

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>                                                                                                      PAGE
                                                                                                               ----
<S>                                                                                                            <C>
SECTION 1         INTRODUCTION AND PERSONS TO WHOM PLAN APPLIES.................................................  1
         1.1      Introduction..................................................................................  1
         1.2      Persons to Whom Plan Applies..................................................................  1

SECTION 2         DEFINITIONS...................................................................................  3
         2.1      "Accounts"....................................................................................  3
         2.2      "Act".........................................................................................  3
         2.3      "Administrative Committee"....................................................................  3
         2.4      "Affiliated Company"..........................................................................  3
         2.5      "Alternate Payee".............................................................................  4
         2.6      "Annual Additions"............................................................................  4
         2.7      "Annuity Starting Date".......................................................................  4
         2.8      "Beneficiary".................................................................................  4
         2.9      "Board of Directors"..........................................................................  4
         2.10     "Break in Service"............................................................................  5
         2.11     "Code"........................................................................................  5
         2.12     "Committee"...................................................................................  5
         2.13     "Company".....................................................................................  5
         2.14     "Compensation"................................................................................  5
         2.15     "Domestic Relations Order"....................................................................  7
         2.16     "Effective Date"..............................................................................  7
         2.17     "Employee"....................................................................................  7
         2.18     "ESP".........................................................................................  9
         2.19     "Fair Market Value"...........................................................................  9
         2.20     "Forfeiture"..................................................................................  9
         2.21     "FPSP"........................................................................................  9
         2.22     "Fund"........................................................................................  9
         2.23     "Highly Compensated Employee".................................................................  9
         2.24     "Highly Compensated Former Employee".......................................................... 11
         2.25     "Home Office Salary Grade".................................................................... 11
         2.26     "Hour of Service"............................................................................. 11
         2.27     "Inactive Member"............................................................................. 11
         2.28     "Insider"..................................................................................... 11
         2.29     "Investment Committee"........................................................................ 11
         2.30     "Investment Manager".......................................................................... 11
         2.31     "IRS"......................................................................................... 11
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         2.32     "Labor Department"............................................................................ 11
         2.33     "LSAI Stock".................................................................................. 11
         2.34     "LS&CO."...................................................................................... 12
         2.35     "Matching Account"............................................................................ 12
         2.36     "Matching Contribution"....................................................................... 12
         2.37     "Member"...................................................................................... 12
         2.38     "Member Contributions"........................................................................ 12
         2.39     "Membership Date"............................................................................. 12
         2.40     "Misconduct".................................................................................. 12
         2.41     "Mutual Fund"................................................................................. 12
         2.42     "Nonelective Account"......................................................................... 12
         2.43     "Nonelective Contribution".................................................................... 13
         2.44     "Normal Retirement Age"....................................................................... 13
         2.45     "Participating Company"....................................................................... 13
         2.46     "Plan"........................................................................................ 13
         2.47     "Plan Benefit"................................................................................ 13
         2.48     "Plan Year"................................................................................... 13
         2.49     "Post-Tax Account"............................................................................ 13
         2.50     "Post-Tax Contributions"...................................................................... 13
         2.51     "Pre-Tax Account"............................................................................. 13
         2.52     "Pre-Tax Contributions"....................................................................... 13
         2.53     "Profit Sharing 401(k) Account"............................................................... 13
         2.54     "Profit Sharing Regular Account".............................................................. 13
         2.55     "Profit Sharing Contribution"................................................................. 14
         2.56     "PSP"......................................................................................... 14
         2.57     "Qualified Domestic Relations Order".......................................................... 14
         2.58     "Qualified Member"............................................................................ 14
         2.59     "Quarter"..................................................................................... 14
         2.60     "Registration Rights Agreement"............................................................... 14
         2.61     "Regulations"................................................................................. 14
         2.62     "Required Beginning Date"..................................................................... 14
         2.63     "Retiree Coordinator"......................................................................... 14
         2.64     "Rollover Account"............................................................................ 14
         2.65     "Rollover Contributions"...................................................................... 15
         2.66     "Service"..................................................................................... 15
         2.67     "Surviving Spouse"............................................................................ 16
         2.68     "Total Compensation........................................................................... 16
         2.69     "Totally and Permanently Disabled"............................................................ 17
         2.70     "Trust Agreement"............................................................................. 17
         2.71     "Trust Fund".................................................................................. 18
         2.72     "Trustee"..................................................................................... 18
         2.73     "Valuation Date".............................................................................. 18
         2.74     "Vested Interest"............................................................................. 18
         2.75     "Year of Service"............................................................................. 18

SECTION 3         MEMBERSHIP AND TRANSFER....................................................................... 19
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         3.1      Commencement of Membership.................................................................... 19
         3.2      Rehired and Transferred Employees............................................................. 19
         3.3      Suspension of Membership...................................................................... 19
         3.4      Termination of Membership..................................................................... 19
         3.5      Highly Compensated Employees.................................................................. 19

SECTION 4         MEMBER CONTRIBUTIONS.......................................................................... 21
         4.1      Election to Make Contributions................................................................ 21
         4.2      Maximum Pre-Tax Contributions................................................................. 21
         4.3      Change or Suspension of Contributions......................................................... 21
         4.4      Resumption of Contributions................................................................... 21
         4.5      Withholding and Deposit With Trustee; Crediting Accounts...................................... 21
         4.6      Distribution of Excess Contributions and Deferrals............................................ 22
         4.7      Rollover Contributions........................................................................ 22

SECTION 5         MATCHING AND NONELECTIVE CONTRIBUTIONS........................................................ 24
         5.1      Matching Contribution......................................................................... 24
         5.2      Nonelective Contribution...................................................................... 24
         5.3      Deposit with Trustee; Crediting Accounts...................................................... 25
         5.4      Curtailment or Distribution from Plan of Excess Aggregate Contributions....................... 26

SECTION 6         PROFIT SHARING CONTRIBUTION................................................................... 27
         6.1      Amount and Form............................................................................... 27
         6.2      Cash Election by Members...................................................................... 27
         6.3      Deposit With Trustee; Crediting Accounts...................................................... 27
         6.4      Distribution of Excess Contributions and Deferrals............................................ 28

SECTION 7         TRUST FUND, INVESTMENTS AND INVESTMENT DIRECTIONS............................................. 29
         7.1      Trust Fund.................................................................................... 29
         7.2      Investment of Contributions................................................................... 29
         7.3      Reinvestment of Accounts...................................................................... 30
         7.4      Investment by Alternate Payees................................................................ 31
         7.5      Allocation of Voting Rights................................................................... 31
         7.6      Exercise of Voting Rights..................................................................... 32
         7.7      Other Instructions by Members................................................................. 33
         7.8      Participant Directed Accounts................................................................. 34

SECTION 8         VALUATIONS AND STATEMENTS..................................................................... 35
         8.1      Valuation of Accounts......................................................................... 35
         8.2      Statements.................................................................................... 35

SECTION 9         WITHDRAWALS................................................................................... 36
         9.1      Withdrawals from Post-Tax Accounts............................................................ 36
         9.2      Withdrawals from Rollover Accounts............................................................ 36
         9.3      Hardship Withdrawals.......................................................................... 36
         9.4      Withdrawals From Stock Fund................................................................... 38
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         9.5      Payment of Withdrawals........................................................................ 39
         9.6      Valuation Date................................................................................ 39
         9.7      Source of Withdrawals......................................................................... 39
         9.8      Limitation on Withdrawals by Insiders......................................................... 39
         9.9      Additional Limitations on Withdrawals......................................................... 40
         9.10     Withdrawals by Alternate Payees............................................................... 40

SECTION 10        LOANS......................................................................................... 41
         10.1     Amount of Loans............................................................................... 41
         10.2     Terms of Loans................................................................................ 42
         10.3     Source of Loans; Application of Loan Payments................................................. 43
         10.4     Default....................................................................................... 44

SECTION 11        PLAN BENEFITS................................................................................. 45
         11.1     Vesting in Accounts........................................................................... 45
         11.2     Amount of Plan Benefit........................................................................ 45
         11.3     Valuation of Plan Benefit..................................................................... 45
         11.4     Rehire Before Five One-Year Breaks in Service................................................. 45
         11.5     Form of Payment............................................................................... 45
         11.6     Time of Payment............................................................................... 48
         11.7     Death Benefit................................................................................. 49
         11.8     Limitation on Time of Payment................................................................. 49
         11.9     Undeliverable Checks.......................................................................... 49

SECTION 12        ALLOCATION LIMITATIONS........................................................................ 50
         12.1     Limitation on Annual Additions................................................................ 50
         12.2     Combined Limitation on Benefits and Contributions............................................. 50
         12.3     Disposition of Excess Annual Additions........................................................ 50

SECTION 13        FUNDING POLICY AND METHOD..................................................................... 52
         13.1     Contributions................................................................................. 52
         13.2     Trust Fund.................................................................................... 52
         13.3     Expenses of the Plan.......................................................................... 52
         13.4     Cash Requirements............................................................................. 52
         13.5     Independent Accountant........................................................................ 52
         13.6     Loans from Parties-In-Interest................................................................ 53

SECTION 14        BENEFICIARIES................................................................................. 54

SECTION 15        ADMINISTRATION AND OPERATION OF THE PLAN...................................................... 55
         15.1     Plan Administrator............................................................................ 55
         15.2     Control and Management of Plan Assets......................................................... 55
         15.3     Trustees and Investment Managers.............................................................. 55
         15.4     Committee Membership.......................................................................... 56
         15.5     Reports to Board of Directors................................................................. 56
         15.6     Employment of Advisers........................................................................ 56
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         15.7     Limitations on Committee Actions.............................................................. 56
         15.8     Committee Meetings............................................................................ 57

SECTION 16        CLAIMS AND REVIEW PROCEDURES.................................................................. 53
         16.1     Applications for Benefits..................................................................... 58
         16.2     Denial of Applications........................................................................ 58
         16.3     Requests for Review........................................................................... 58
         16.4     Decisions on Review........................................................................... 59
         16.5     Exhaustion of Administrative Remedies......................................................... 59

SECTION 17        TERMINATION OF EMPLOYER PARTICIPATION......................................................... 53
         17.1     Termination by Participating Company.......................................................... 60
         17.2     Effect of Termination......................................................................... 60
         17.3     IRS Termination Procedure..................................................................... 60
         17.4     Termination of the Plan....................................................................... 60

SECTION 18        AMENDMENT, MERGER OR TERMINATION OF THE PLAN AND TRUST........................................ 61
         18.1     Right to Amend................................................................................ 61
         18.2     Plan Merger or Consolidation.................................................................. 61
         18.3     Termination of the Plan....................................................................... 61
         18.4     Partial Termination of the Plan............................................................... 61
         18.5     Manner of Distribution........................................................................ 61
         18.6     Restrictions on Liquidation of Trust Upon Termination......................................... 62

SECTION 19        INALIENABILITY OF BENEFITS.................................................................... 63
         19.1     No Assignment Permitted....................................................................... 63
         19.2     Return of Contributions....................................................................... 63
         19.3     Qualified Domestic Relations Orders........................................................... 64

SECTION 20        TOP-HEAVY PROVISIONS.......................................................................... 66
         20.1     Determination of Top-Heavy Status............................................................. 66
         20.2     Minimum Allocations........................................................................... 66
         20.3     Minimum Vesting............................................................................... 67
         20.4     Effect of Change in Top-Heavy Status on Vesting............................................... 67
         20.5     Impact on Maximum Benefits.................................................................... 67

SECTION 21        GENERAL LIMITATIONS AND PROVISIONS............................................................ 53
         21.1     No Employment Rights.......................................................................... 68
         21.2     Payments from the Trust Fund.................................................................. 68
         21.3     Payments to Minors or Incompetents............................................................ 68
         21.4     Lost Members or Other Persons................................................................. 68
         21.5     Personal Data to the Administrative Committee................................................. 68
         21.6     Insurance Contracts........................................................................... 69
         21.7     Notice to the Administrative Committee........................................................ 69
         21.8     Notices to Members and Beneficiaries.......................................................... 69
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         21.9     Word Usage.................................................................................... 69
         21.10    Headings...................................................................................... 69
         21.11    Governing Law................................................................................. 69
         21.12    Heirs and Successors.......................................................................... 69
         21.13    Withholding................................................................................... 69


APPENDIX A                 PRIOR PLAN PROVISIONS................................................................A-1

APPENDIX B                 BLACKOUT PROVISIONS..................................................................B-1

APPENDIX C                 FUNDS................................................................................C-1

APPENDIX D                 ADDITIONAL ELIGIBLE WITHDRAWALS AND LOANS............................................D-1
</TABLE>
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                          ---------------------------
                          LEVI STRAUSS ASSOCIATES INC.
                          ----------------------------

            (As Amended and Restated Effective November 27, 1989,
      with main text reflecting certain changes as of September 1, 1994)


SECTION 1   INTRODUCTION AND PERSONS TO WHOM PLAN APPLIES.
---------   ---------------------------------------------

         1.1 Introduction.  Effective  November 27,  1953,  the Profit Sharing
             ------------
Plan of Levi Strauss & Co. (the "PSP") was established to provide eligible
employees ("Employees") with a beneficial interest in the profits of Levi
Strauss & Co. Effective August 6, 1985, the Frozen Profit Sharing Plan of Levi
Strauss & Co. (the "FPSP") was established to hold certain accounts previously
held under the Stock Purchase and Investment Plan of Levi Strauss & Co. (the
"SPIP"). Effective August 6, 1985, the Employee Savings Plan of Levi Strauss &
Co. (the "ESP") was established to provide Employees with a program of regular
savings supplemented by Matching Contributions that was similar to aspects of
the SPIP.

         Effective October 1, 1988, the PSP and the FPSP were merged into the
ESP. Effective August 1, 1989, the ESP was amended, restated and renamed the
Employee Investment Plan of Levi Strauss Associates Inc. (the "EIP"). The EIP
was amended from time to time after August 1, 1989, to comply with certain
provisions of relevant law or implement other changes desired by Levi Strauss
Associates Inc.

         By this amendment and restatement (the "Plan"), Levi Strauss Associates
Inc. intends to amend the EIP (1) to comply with the Tax Reform Act of 1986 and
other applicable legislation and (2) effective September 1, 1994, to effect
certain plan design changes, including changes relating to a change in
recordkeeper. Levi Strauss Associates Inc. intends that the Plan continue to
qualify as a profit sharing plan under section 401(a) and related sections of
the Code and as a cash or deferred arrangement under section 401(k) of the Code
and that the trust established under the Plan continue to qualify as a
tax-exempt trust under section 501(a) of the Code.

         This amended and restated Plan is generally effective on November 27
1989. Certain provisions of the Plan which were in effect on or after November
27, 1989, but which were amended before September 1, 1994 are included in
Appendix A.

         1.2 Persons to Whom Plan Applies. This Plan document is not a new Plan
             ----------------------------
which succeeds the Plan as previously in effect, but is an amendment and
restatement of the Plan as in effect before the Effective Date. The amount,
right to and form of any benefits under the Plan, of each Member who is an
Employee on and after the Effective Date, or of persons claiming benefits
through such a Member will be determined under this Plan. The amount, right to
and form of any benefits under this Plan, of each Member who has separated from
Service with Levi Strauss Associates Inc. or an Affiliated Company, or of
persons who are claiming benefits through such a Member, will be determined in
accordance with the provisions of the Plan in effect on the date of the Member's
separation from Service, except as may otherwise be expressly
<PAGE>

provided under this Plan, or unless the Member again becomes an Employee on or
after the Effective Date. This amended and restated Plan will not reduce any
Member's Plan Benefit under the Plan, as determined on the date immediately
preceding the Effective Date, and this Plan will be construed accordingly.

                                       2
<PAGE>

SECTION 2   DEFINITIONS.
---------   -----------

         When used in this Plan document the following terms will have the
following meanings:

         2.1 "Accounts" means, to the extent applicable to a Member, one or
              --------
more of the following accounts:

             (a) Matching Account;

             (b) Nonelective Account;

             (c) Post-Tax Account;

             (d) Pre-Tax Account;

             (e) Profit Sharing 401(k) Account;

             (f) Profit Sharing Regular Account; and

             (g) Rollover Account.

         2.2 "Act" means the Employee Retirement Income Security Act of 1974, as
              ---
amended, and any Regulations or rulings issued under the Act.

         2.3 "Administrative  Committee" means the committee  appointed to
              -------------------------
administer the Plan as described in Section 0.

         2.4 "Affiliated Company" means:
              ------------------

             (a) A corporation that is a member of a controlled group of
corporations (as defined in section 414(b) of the Code) which includes Levi
Strauss Associates Inc.;

             (b) Any trade or business (whether or not incorporated) that is in
common control (as defined in section 414(c) of the Code) with Levi Strauss
Associates Inc.;

             (c) An organization (whether or not incorporated) that is a member
of an affiliated service group (as defined in section 414(m) of the Code) which
includes Levi Strauss Associates Inc.;

             (d) Any other entity required to be aggregated with Levi Strauss
Associates Inc. under section 414(o) of the Code; or

             (e) Any other entity designated as an Affiliated Company by the
Board of Directors.

                                       3
<PAGE>

         2.5 "Alternate Payee" means the spouse, former spouse, child or other
              ---------------
dependent of a Member who is recognized by a Domestic Relations Order as having
a right to receive all, or a portion, of a Member's Plan Benefit.

         2.6 "Annual  Additions"  means the sum of the  following  additions to
              -----------------
the Member's  Accounts for the Plan Year:

             (a) The amount of employer contributions and forfeitures allocated
to the Member under any qualified defined contribution plan maintained by the
Company and any Affiliated Company, including Profit Sharing Contributions,
Matching Contributions, Nonelective Contributions and Forfeitures under this
Plan;

             (b) The aggregate employee contributions which the Member
contributes to all qualified retirement plans maintained by the Company and all
Affiliated Companies, including Post-Tax Contributions to this Plan;

             (c) The amount of contributions made on behalf of the Member to any
qualified defined contribution plan maintained by the Company and all Affiliated
Companies under an election by the Member under a qualified cash or deferred
arrangement, including Pre-Tax Contributions to this Plan; and

             (d) Contributions allocated to any individual medical benefit
account (within the meanings of sections 415(l) and 419A(d)(2) of the Code) that
is established for the Member.

         Employee contributions will be determined without regard to any
rollover contributions (as defined in sections 402(a)(5), 403(a)(4), 403(b)(8)
and 403(d)(3) of the Code) and without regard to any employee contributions to a
simplified employee pension plan which are excludable from income under section
408(k)(6) of the Code. In addition, the 25% of compensation limitation described
in section 415(c)(1)(B) of the Code will not apply to any contribution for
medical benefits (within the meaning of section 419A(f)(2) of the Code) after
the Member's separation from Service which is treated as an Annual Addition.

         2.7 "Annuity Starting Date" means the first day of the first month for
              ---------------------
which an amount is payable as an annuity. The Annuity Starting Date for a Member
who elects (with the consent of his or her spouse if the Member is legally
married) to receive his or her Plan Benefit in a form other than an annuity in
accordance with Section 11.5, is the first day on which all events (including
the passing of the day on which benefit payments are scheduled to begin) have
occurred which entitle the Member to receive his or her first benefit payment
from the Plan.

         2.8 "Beneficiary" means the beneficiary or beneficiaries designated by
              -----------
a Member under Section 0 and Section 0 (or any other person or persons
designated as such under applicable law) to receive the amount, if any, payable
under the Plan upon the Member's death.

         2.9 "Board of Directors" means the Board of Directors of Levi Strauss
              ------------------
Associates Inc. The Board of Directors may delegate to any committee,
subcommittee or any of its members, or to

                                       4
<PAGE>

any agent, its authority to perform any act under the Plan, including without
limitation those matters involving the exercise of discretion. Any such
delegation of discretion will be subject to revocation at any time at the
discretion of the Board of Directors. Any reference to the Board of Directors in
connection with such delegated authority will be deemed a reference to the
delegate or delegates.

         2.10 "Break in Service" means a period of at least 12 consecutive
               ----------------
months, beginning on the date Service ends, during which a person has not
performed 1 Hour of Service (or been treated as performing Service) under
Section 0, as determined by the Administrative Committee.

         2.11 "Code" means the Internal Revenue Code of 1986, as amended, and
               ----
any Regulations or rulings issued under the Code.

         2.12 "Committee" means the Administrative Committee or Investment
               ---------
Committee, as applicable.

         2.13 "Company" means Levi Strauss Associates Inc., LS&CO. and each
               -------
other Participating Company or any of them.

         2.14 "Compensation" means a Member's compensation for a Plan Year paid
               ------------
by the Company for services while an Employee and a Member during that Plan
Year, including salary, wages, fees, commissions, bonuses, incentive
compensation and overtime pay. "Compensation" also includes the Member's Member
Contributions to the Plan for the Plan Year and any amounts contributed by the
Member to a cafeteria plan maintained by the Company under section 125 of the
Code. Back pay awards will be included in Compensation only for the Plan Year in
which the back pay award is made and the amount to be included will be limited
to the amount attributable to that Plan Year, regardless of mitigation of
damages.

         If a Member is a territory manager, an account manager or an account
executive, or any of the 3, for the entire Plan Year (or portion of the Plan
Year during which he or she is a Member), his or her Compensation for purposes
of determining the Member's share of any allocation of Matching Contributions,
Profit Sharing Contributions and Forfeitures will not exceed the following
limits, as determined by the Administration Committee:

              (a) The Compensation of a territory manager at the time as of
which the allocation is made will not exceed the maximum for the Home Office
Salary Grade 5 salary range in effect at the end of such Plan Year;

              (b) The Compensation of an account manager at the time as of which
the allocation is made will not exceed the maximum for the Home Office Salary
Grade 6 salary range in effect at the end of such Plan Year; and

              (c) The Compensation of an account executive at the time as of
which the allocation is made will not exceed the maximum for the Home Office
Salary Grade 7 salary range in effect at the end of such Plan Year.

                                       5
<PAGE>

         In the case of a Member who is working abroad or who is working for a
foreign subsidiary of the Company, but continues to be paid from the home office
of the Company, "Compensation" will be the amount determined by the
Administrative Committee to be the amount that would have been paid to the
Member had he or she been on a domestic payroll of the Company.

         "Compensation" will not include:
                             -----------

                  (a) Matching Contributions, Nonelective Contributions or
Profit Sharing Contributions to the Plan under Sections 0 and 0 or amounts paid
to the Member according to an election under Section 0;

                  (b) Amounts paid or contributed to any group insurance plan or
other employee benefit plan established or maintained by the Company or an
Affiliated Company, except as provided above;

                  (c) Relocation expenses;

                  (d) Ordinary income recognized by the employee related to the
exercise of any right granted under a stock option plan maintained by the
Company or an Affiliated Company;

                  (e) Compensation paid by the Company or an Affiliated Company
as a nonrecurring or special bonus, tax reimbursement or award;

                  (f) Payments under the Company's long-term performance plan;

                  (g) Severance payments;

                  (h) Payments from the Company's Long Term Disability Plan;

                  (i) "Imputed income;" or

                  (j) "Perks."

         "Imputed Income" means the amount of income recognized by a Member who
receives Company paid life insurance in excess of $50,000 and such other amounts
the Administrative Committee determines to be imputed income to the Member under
the Code. "Perks" include, but are not limited to, Company paid parking, Company
provided car allowances, and the flexible perk allowances provided to certain
Members which may be used by the Member for financial counseling or planning;
tax preparation or advice; excess medical expenses; physical examinations;
additional life insurance, disability insurance, accidental death and
dismemberment insurance or liability insurance; business lunch club dues or
legal expenses.

         For Plan Years beginning on and after November 27, 1989, Compensation
for any Plan Year in excess of $200,000 or any successor limitation as provided
for the Plan Year in section

                                       6
<PAGE>

401(a)(17) of the Code (as adjusted as provided under section 401(a)(17) of the
Code) will be disregarded. In determining the Compensation of a Member, the
family aggregation rules of section 414(q)(6) of the Code will apply, except
that in applying these rules, the term "family" will include only the spouse of
the Member and any lineal descendants of the Member who have not reached age 19
before the close of the Plan Year.

         A Member's Compensation will be determined by the Administrative
Committee and such determination will be conclusive and binding on all persons.

         2.15 "Domestic Relations Order" means any judgment, decree or order
               ------------------------
(including approval of a property settlement agreement) that:

              (a) Relates to the provision of child support, alimony payments or
marital property rights to a spouse, former spouse, child or other dependent of
a Member; and

              (b) Is entered or made under the domestic relations or community
property laws of any state.

         2.16 "Effective Date" means November 27, 1989, except as expressly
               --------------
stated otherwise in this document or as required to comply with the Tax Reform
Act of 1986, as amended, and other applicable legislation.

         2.17 "Employee" means any person who is employed by the Company
               --------
excluding:
---------

              (a) Any employee of LS&CO, who is not paid from the home office of
Levi Strauss Associates Inc.

              (b) Any employee of a Participating Company other than LS&CO. who
is not paid on a salary or commission basis; or

              (c) Any stocktaker, service representative, Retiree Coordinator or
"Temporary Employee;"

              (d) Any employee who is not employed in a state or territory of
the United States or who receives no remuneration from the Company that
constitutes income from sources within the United States (within the meaning of
section 861(a)(3) of the Code);

              (e) Any alien who:

                  (i) Receives remuneration from the Company which constitutes
         income from sources within the United States (within the meaning of
         section 861(a)(3) of the Code); and

                  (ii) Has been transferred by the Company from a job outside
         the United States to a job within the United States, during any period
         with respect to which the alien is

                                       7
<PAGE>

         benefiting (by reason of accruing a benefit or making or having
         contributions made on the alien's behalf) under:

                         (A) A retirement plan established or maintained outside
                  of the United States by a foreign subsidiary (including a
                  domestic subsidiary operating abroad) or foreign division of
                  the Company; or

                         (B) The Levi Strauss International Retirement Plan for
                  Third Country National Employees or any successor or similar
                  plan maintained by the Company or any Affiliated Company;

                  (f) A United States citizen locally hired by a foreign
subsidiary (including a domestic subsidiary operating abroad) or foreign
division of the Company;

                  (g) Any employee who is included in a unit of employees
covered by a negotiated collective-bargaining agreement which does not provide
for his or her membership in the Plan;

                  (h) A "leased employee" (as defined in section 414(n) or
section 414(o) of the Code) who is providing services to the Company or an
Affiliated Company;

                  (i) Any employee who is covered by an individual employment
contract that expressly provides he or she will not be eligible for membership
in the Plan;

                  (j) An employee who is included in a group or classification
of employees on the payroll of a company designated by the Board of Directors as
not being eligible to participate in the Plan; or

                  (k) A Highly Compensated Employee, with respect to the
eligibility to make Member Contributions or receive an allocation of Matching
Contributions, Nonelective Contributions, Profit Sharing Contributions and
Forfeitures only.

A member of the board of directors of the Company is not eligible for membership
in the Plan unless he or she is also an Employee of the Company. The Board of
Directors may on a nondiscriminatory basis, designate as an Employee a person
described in (c), (d), (f) or (j) above. Such designation must be made in
writing after receiving the advice of counsel.

         A "Temporary Employee" means a person who:

                      (i) Is hired to fill, for a period not to exceed 6
         calendar months, a position which arises from either an emergency
         situation or the temporary absence of an Employee; or

                      (ii) Is subject, as a condition of such employment, to
         termination without prior notice at any time.

                                       8
<PAGE>

         A person's status as an Employee will be determined by the
Administrative Committee, and such determination will be conclusive and binding
on all persons.

         2.18 "ESP" means the Employee Savings Plan of Levi Strauss & Co. as in
               ---
effect before August 1, 1989.

         2.19 "Fair Market Value" means the value of a share of LSAI Stock,
               -----------------
determined by the latest independent appraisal of the value of LSAI Stock
obtained by the Investment Committee. If LSAI Stock is offered to the public
under the Registration Rights Agreement, "Fair Market Value" will mean the net
proceeds realized by the Trustee in selling shares of LSAI Stock under such
offering until LSAI Stock is reappraised or until a public market for LSAI Stock
arises.

         2.20 "Forfeiture" means the portion of a Member's Matching Account and
               ----------
Profit Sharing Regular Account which is forfeited under Section 0. The term
"Forfeiture" also includes that portion of a Member's Profit Sharing Account
that was forfeited on account of the Member's separation from service before
November 26, 1990, and amounts forfeited under the ESP and PSP before August 1,
1989.

         2.21 "FPSP"  means the Frozen Profit Sharing Plan of Levi Strauss & Co.
               ----
as in effect before October 1, 1988.

         2.22 "Fund" means any of the investment funds described in Section 7.1.
               ----

         2.23 "Highly Compensated Employee" means an Employee who:
               ---------------------------

               (a) During the preceding Plan Year:

                   (i) Was at any time a 5% owner of the Company or an
         Affiliated Company (as defined in section 416(i)(1) of the Code);

                   (ii) Received "compensation" from the Company or an
         Affiliated Company in excess of $75,000 (as adjusted under Regulations
         or rulings issued by the IRS);

                   (iii) Received "compensation" from the Company or an
         Affiliated Company in excess of $50,000 (as adjusted under Regulations
         or rulings issued by the IRS) and was in the top 20% of employees of
         the Company and all Affiliated Companies when ranked on the basis of
         "compensation" paid during such Plan Year (referred to as the "Top Paid
         Group" under IRS Regulations); or

                   (iv) Was at any time an officer of the Company or an
         Affiliated Company and received "compensation" greater than 50% of the
         amount in effect under section 415(b)(1)(A) of the Code; or

               (b) During the Plan Year:

                                       9
<PAGE>

                   (i) Was at any time a 5% owner of the Company or an
         Affiliated Company (as defined in section 416(i)(1) of the Code); or

                   (ii) Satisfies the requirements of paragraphs (ii), (iii), or
         (iv) of Section 0(a) and is a member of the group consisting of the 100
         employees of the Company and all Affiliated Companies paid the greatest
         "compensation" during the Plan Year.

         For purposes of determining the number of employees in the Top Paid
Group for a Plan Year, the following employees, as described in section
414(q)(8) and section 414(q)(11) of the Code, will be excluded:

                   (i) Those who have not completed 6 months of service;

                   (ii) Those who normally work less than 17-1/2 hours per week;

                   (iii) Those who normally work less than 6 months during any
         year;

                   (iv) Those who have not attained age 21;

                   (v) Those subject to a collective bargaining agreement; and

                   (vi) Nonresident aliens who receive no earned income from
         sources within the United States.

         The Administrative Committee will determine whether an employee is an
officer based on the responsibilities of the employee with the Company or an
Affiliated Company. Of those employees determined to be officers, no more than
50 employees (or, if less, the greater of 3 employees or 10% of the employees,
excluding all employees described in section 414(q)(8) and section 414(q)(11) of
the Code) will be treated as officers. Further, if no officer receives the level
of "compensation" described in Section 0(a)(iv), the highest paid officer of the
Company and all Affiliated Companies will be treated as a Highly Compensated
Employee described in Section 0(a)(iv).

         For purposes of determining whether an employee is a Highly Compensated
Employee only, any person who is a member of the family of a 5% owner or of a
Highly Compensated Employee in the group consisting of the 10 Highly Compensated
Employees paid the greatest "compensation" during the Plan Year:

                   (i) Will not be considered a separate employee; and

                   (ii) Any "compensation" paid to the person and any Company or
         Employee contributions made on behalf of the person will be treated as
         if it were paid to or on behalf of the 5% owner or Highly Compensated
         Employee.

                                      10
<PAGE>

For purposes of the immediately preceding sentence, the term "family" means,
with respect to any employee, the employee's spouse and lineal ascendants or
descendants and the spouses of such lineal ascendants or descendants.

         "Compensation" for purposes of this Section 0 means Total Compensation
as defined in Section 0 of the Plan, determined without regard to section 125 of
the Code (regarding contributions to a cafeteria plan); section 402(a)(8) of the
Code (regarding contributions to a 401(k) plan) and section 402(h)(1)(B) of the
Code (regarding contributions to a simplified employee pension plan); and in the
case of employer contributions made under a salary reduction agreement, without
regard to section 403(b) (regarding annuity contracts).

         2.24 "Highly Compensated Former Employee" means a former employee who
               ----------------------------------
separates from Service before the beginning of the Plan Year and who was a
Highly Compensated Employee for either:

              (a) The employee's year of separation from Service; or

              (b) Any Plan Year ending on or after the employee's 55th birthday.

An employee who performs no services for the Company or an Affiliated Company
during the Plan Year will be treated as a former employee.

         2.25 "Home Office Salary Grade" means the LS&CO. job classification
               ------------------------
system for home office employees as in effect from time to time.

         2.26 "Hour of Service" means an hour of employment for which an
               ---------------
Employee is paid or is entitled to payment for the performance of duties as
determined under the Labor Department Regulations governing the computation of
hours of service.

         2.27 "Inactive Member" means an individual participating in the Plan
               ---------------
under Sections 3.3, 3.5 and 4.7.

         2.28 "Insider" means a Member who is subject to Section 16(a) of the
               -------
Securities Exchange Act of 1934, as amended.

         2.29 "Investment Committee" means the committee appointed to manage and
               --------------------
and control the Plan's assets as described in Section 0.

         2.30 "Investment Manager" means a person who is appointed to direct the
               ------------------
investment of all or any part of the Trust Fund under Section 0 and is either a
bank, an insurance company or a registered investment adviser under the
Investment Advisers Act of 1940 and who has acknowledged in writing that it is a
fiduciary with respect to the Plan.

                                      11
<PAGE>

         2.31 "IRS" means the United States Internal Revenue Service.
               ---

         2.32 "Labor Department" means the United States Department of Labor.
               ----------------

         2.33 "LSAI Stock" means shares of common or preferred stock of Levi
               ----------
Strauss Associates Inc. that have been authorized for issuance to or ownership
by the Trustee.

         2.34 "LS&CO." means Levi Strauss & Co., a Delaware corporation.
               ------

         2.35 "Matching  Account" means the account maintained for a Member to
               -----------------
hold the Member's Matching Contributions.

         2.36 "Matching Contribution" means the contribution made by the
               ---------------------
Company under Section 0.

         2.37 "Member" means a person who is either an "Active Member" who
               ------
participates in all features of the Plan or an "Inactive Member" who only
participates in certain features of the Plan under Sections 0, 0 or 4.7.

         2.38 "Member Contributions" means Post-Tax Contributions and/or
               --------------------
Pre-Tax Contributions.

         2.39 "Membership Date" means the first day of each payroll period.
               ---------------

         2.40 "Misconduct" means that a person:
               ----------

              (a) Has committed an act of embezzlement, fraud or theft with
respect to the property of the Company or an Affiliated Company or any person
with whom the Company or an Affiliated Company does business;

              (b) Has deliberately disregarded the rules of the Company or an
Affiliated Company in such a manner as to cause material loss, damage or injury
to, or otherwise endanger the property or employees of the Company or an
Affiliated Company;

              (c) Has made any unauthorized disclosure of any of the secrets or
confidential information of the Company or an Affiliated Company;

              (d) Has engaged in any conduct that constitutes unfair competition
with the Company or an Affiliated Company;

              (e) Has induced any person to breach any contract with the Company
or an Affiliated Company; or

              (f) Has sold Company or an Affiliated Company products to an
unauthorized

                                      12
<PAGE>

account or has assisted an authorized account in wholesaling Company or an
Affiliated Company products.

         2.41 "Mutual Fund" means a regulated investment company, as defined in
               -----------
section 851 of the Code.

         2.42 "Nonelective Account" means the account maintained for a Member to
               -------------------
hold the Member's Nonelective Contributions.

         2.43 "Nonelective Contribution" means the contribution made by the
               ------------------------
Company under Section 0.

         2.44 "Normal Retirement Age" means age 65.
               ---------------------

         2.45 "Participating Company" means LS&CO. or any Affiliated Company,
               ---------------------
the board of directors or equivalent governing body of which adopts the Plan and
the Trust Agreement by appropriate action with the written consent of the Board
of Directors. Any Affiliated Company which so adopts the Plan will be deemed to
appoint Levi Strauss Associates Inc., the Administrative Committee, the
Investment Committee and the Trustee as its exclusive agents to exercise on its
behalf all of the power and authority conferred under this Plan, or by the Trust
Agreement, upon the Company. The authority of Levi Strauss Associates Inc., the
Committees and the Trustee to act as such agents will continue until the Plan is
terminated as to the Affiliated Company and the relevant portion of the Trust
Fund has been distributed by the Trustee as provided in Section 0.

         2.46 "Plan" means this Employee Investment Plan of Levi Strauss
               ----
Associates Inc., as amended from time to time.

         2.47 "Plan Benefit" means the benefit distributable to a Member or
               ------------
Beneficiary under Section 0.

         2.48 "Plan Year" means the annual period corresponding to LS&CO.'s
               ---------
fiscal year for federal income tax purposes.

         2.49 "Post-Tax Account" means the account maintained for a Member to
               ----------------
hold the Member's Post-Tax Contributions.

         2.50 "Post-Tax Contributions" means the post-tax contributions made by
               ----------------------
a Member under Section 0.

         2.51 "Pre-Tax Account" means the account maintained for a Member to
               ---------------
hold the Member's Pre-Tax Contributions.

         2.52 "Pre-Tax Contributions" means the contributions made to the Plan
               ---------------------
on behalf of a Member under Section 0.

                                      13
<PAGE>

         2.53 "Profit Sharing 401(k) Account" means the account maintained for
               -----------------------------
the Member consisting of Profit Sharing Contributions which the Member could
have elected to receive in cash under Section 0.

         2.54 "Profit Sharing Regular Account" means the account maintained for
               ------------------------------
a Member consisting of Profit Sharing Contributions which the Member could not
have elected to receive in cash under Section 0.

         2.55 "Profit Sharing Contribution" means the contribution made by the
               ---------------------------
Company under Section 0.

         2.56 "PSP" means the Profit Sharing Plan of Levi Strauss & Co. as in
               ---
effect before October 1, 1988.

         2.57 "Qualified Domestic Relations Order" means a Domestic Relations
               ----------------------------------
Order that satisfies the requirements described in Section 0.

         2.58 "Qualified Member" means a Member who has reached age 63, or who
               ----------------
has reached age 53 and completed at least 13 Years of Service.

         2.59 "Quarter" means each quarter of the calendar year.
               -------

         2.60 "Registration Rights Agreement" means the registration rights
               -----------------------------
agreement entered into by Levi Strauss Associates Inc. and the Trustee, as
amended from time to time, under which the Trustee may require Levi Strauss
Associates Inc. under certain circumstances to register LSAI Stock under the
Securities Act of 1933.

         2.61 "Regulations" means the applicable regulations issued under the
               -----------
Code or the Act by the IRS or the Labor Department or any other governmental
authority and any temporary rules promulgated by such authorities pending the
issuance of such regulations.

         2.62 "Required Beginning Date" generally means April 1 of the calendar
               -----------------------
year following the calendar year in which the Member attains age 70-1/2.
However, the Required Beginning Date for a Member who is not a 5% owner, within
the meaning of section 416(i)(1)(B)(i) of the Code, who attained age 70-1/2
during 1988 and had not retired by the Effective Date, will be April 1, 1990. In
addition, the Required Beginning Date for a Member who attained age 70-1/2
before January 1, 1988, and who was not a 5% owner, within the meaning of
section 416(i)(1)(B)(i) of the Code, during any Plan Year ending with or within
the Plan Year in which he or she reached age 66-1/2, or any subsequent year, is
the April 1 following the later of the calendar year in which the Member reaches
                          -----
age 70-1/2 or retires. Lastly, the Required Beginning Date for a Member who
filed a written election under section 242(b) of the Tax Equity and Fiscal
Responsibility Act of 1982 before January 1, 1984, will be the date specified in
such election if the election satisfies all of the applicable requirements
specified by the IRS, as determined by the Administrative Committee.

                                      14
<PAGE>

         2.63 "Retiree Coordinator" means a retired Employee of the Company who
               -------------------
resumes employment with the Company or an Affiliated Company on a temporary
basis for the purpose of providing personal relations type services to other
retired employees of the Company or an Affiliated Company.

         2.64 "Rollover Account" means the account maintained for a Member to
               ----------------
hold the Member's Rollover Contributions.

         2.65 "Rollover Contributions" means the rollover contributions made by
               ----------------------
a Member under Section 0.

         2.66 "Service" means employment (whether or not as an Employee) with
               -------
the Company or an Affiliated Company. Service will begin on the date an Employee
first performs 1 Hour of Service for the Company or an Affiliated Company.
Service will end on the earlier of:
                        -------

              (a) The date the Employee retires;

              (b) The date the Employee dies;

              (c) The date the Employee terminates employment; or

              (d) The first anniversary of the date the Employee is absent from
Service for any other reason (e.g. an authorized leave of absence as described
in paragraphs (i) and (ii), etc. below).

         Subject to any applicable rules of the Administrative Committee (which
rules will be uniformly applicable to all Employees similarly situated), Service
includes:

                  (i)  Periods of vacation;

                  (ii) Periods of absence whether or not the Employee is paid,
         not to exceed 12 calendar months, authorized by the Company for
         sickness, temporary disability or personal reasons;

                  (iii) Periods of service in the Armed Forces of the United
         States, if and to the extent required by the Military Selective
         Services Act, as amended, or any other federal law of similar import;
         provided that the Employee returns to Service with the Company or an
         Affiliated Company within the time his or her employment rights are
         protected by such law; and

                  (iv) Any period of 12 consecutive months or less, beginning on
         the first day of a month after a Member terminates employment and
         ending on the last day of the month preceding the Member's reemployment
         date, if the Member performs at least 1 Hour of Service within the
         first month of reemployment.

                                      15
<PAGE>

         If an Employee is on a leave of absence for more than 12 months, the
Employee will be deemed to have quit and terminated Service as of the end of
such 12 month period if the Employee fails to abide by the terms and conditions
of such leave (which may include a requirement of reemployment), as established
from time to time by the Administrative Committee. If an Employee retires, dies
or terminates employment while on leave of absence, vacation, holiday or jury
duty or while disabled or sick, his or her Service will terminate on the earlier
                                                                         -------
of:

                  (i)  The date of such retirement, death or termination; or

                  (ii) 12 months after the start of a leave, vacation or holiday
         or onset of disability or sickness.

         All Service will be aggregated, whether or not such Service is
performed consecutively, and every partial month will be deemed to be one full
month of Service.

         An Employee's Period of Service will be determined by the
Administrative Committee and such determination will be conclusive and binding
on all persons.

         2.67 "Surviving Spouse" means, with respect to any deceased member, the
               ----------------
individual (if any) who is considered to be the spouse of such Member under
local law at the time of such Member's death.

         2.68 "Total Compensation" means all wages, salaries, and fees for
               ------------------
professional services and other amounts received during the Plan Year for
personal services actually rendered in the course of employment with the Company
or an Affiliated Company (including, but not limited to, commissions paid sales
representatives, account executives and account managers, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, reimbursements and other expenses
under a nonaccountable plan as described in section 1.62 of the Code) determined
without regard to any exclusions from income under section 931 and section 933
of the Code. "Total Compensation" will also include:
                                            -------

              (a) In the case of a Member who is an employee within the meaning
of section 401(c) of the Code, the Member's earned income (as described under
section 401(c)(2) of the Code) determined without regard to any exclusions from
gross income similar to those under section 931 and section 933 of the Code;

              (b) Any foreign earned income as defined under section 911(b) of
the Code, regardless of whether such income is excludable from the gross income
of the Member under section 911 of the Code;

              (c) Amounts described in sections 104(a)(3), 105(a) and 105(b) of
the Code, but only to the extent that such amounts are includable in the gross
income of the Member;

              (d) Amounts paid or reimbursed by the Company or an Affiliated
Company for moving expenses incurred by the Member, but only to the extent that
such amounts are not

                                      16
<PAGE>

deductible by the Member under section 217 of the Code;

              (e) The value of a nonqualified stock option granted to the Member
by the Company or an Affiliated Company, but only to the extent that the value
of the option is includable in the gross income of the Member for the taxable
year when granted; and

              (f) The amount includable in the gross income of the Member upon
making an election described in section 83(b) of the Code.

         "Total Compensation" will not include:
                                   -----------

              (a) Company contributions to a plan of deferred compensation that,
to the extent that before the application of the limitations under section 415
of the Code to that plan, the contributions are not includable in the Member's
gross income for federal income tax purposes in the taxable year of the Member
in which the contributions are made;

              (b) Company contributions under a simplified employee pension
plan described in section 408(k) of the Code to the extent that such
contributions are not considered as compensation for the taxable year in which
contributed;

              (c) Any distributions from a plan of deferred compensation
regardless of whether such amounts are includable in gross income of the Member
for federal income tax purposes in the taxable year of distribution;

              (d) Amounts realized from the exercise of a nonqualified stock
option;

              (e) Amounts realized when restricted stock (or property) held by
the Member either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;

              (f) Amounts realized from the sale, exchange or other distribution
of stock acquired under an incentive stock option; and

              (g) Other amounts that receive special tax benefits, such as
premiums for group term life insurance (but only to the extent that the premiums
are not includable in the gross income of the Member) or contributions made by
an employer (whether or not under a salary reduction arrangement) towards the
purchase of an annuity contract described in section 403(b) of the Code (whether
or not the contributions are excluded from the gross income of the Member.

         For Plan Years beginning on and after the Effective Date, Total
Compensation in excess of $200,000 or any successor limitation as provided for
the Plan Year in Section 401(a)(17) of the Code, (as adjusted as provided under
section 401(a)(17) of the Code) will be disregarded. In determining the Total
Compensation of a Member, the family aggregation rules under section 414(q) of
the Code will apply, except that in applying those rules, the term "family" will
only include the spouse of the Member and any lineal descendants of the Member
who have not reached age 19 before the close of the Plan Year.

                                      17
<PAGE>

        2.69 "Totally and Permanently Disabled" means the Member is eligible to
              --------------------------------
receive disability benefits under the Federal Social Security Act or,
alternatively, has been determined to be totally and permanent disabled by the
Administrative Committee based on competent medical evidence.

         2.70 "Trust Agreement" means the trust agreement or agreements between
               ----------------
Levi Strauss Associates Inc. and a Trustee under which the assets of the Plan
are managed.

         2.71 "Trust Fund" means the trust fund or funds consisting of the
               ----------
assets of the Plan and maintained by the Trustee under the Plan and Trust
Agreement.

         2.72 "Trustee" means the trustee or trustees of the Trust Fund.
               -------

         2.73 "Valuation Date" means any business day.
               --------------

         2.74 "Vested Interest" means the nonforfeitable interest of a Member in
               ---------------
a particular Account, determined in accordance with Section 0.

         2.75 "Year of Service" means a 12 month period of Service in which the
               ---------------
Member has Service under Section 0. A Member's Years of Service will be
determined by the Administrative Committee and such determination will be
conclusive and binding on all persons.

                                      18
<PAGE>

SECTION 3   MEMBERSHIP AND TRANSFER.
---------   -----------------------

         3.1 Commencement of Membership. Each Employee who was a Member in the
             --------------------------
Plan on the Effective Date will continue to be a Member. Each Employee who was
not a Member in the Plan on the Effective Date, will become a Member in the Plan
on the first day of the pay period coinciding with or next following the day on
which he or she completes a Year of Service. Upon becoming a Member, an Employee
will designate a Beneficiary under Section 0 and Section 0.

         3.2 Rehired and Transferred Employees. A former Employee who is
             ---------------------------------
rehired, will be eligible to begin or resume membership in the Plan on the first
day of the first pay period coinciding with or next following the date he or she
attains or returns to the status of an Employee and has completed a Year of
Service. Similarly, an employee of the Company or an Affiliated Company who
becomes an Employee after the Membership Date following his or her completion of
a Year of Service, will be eligible to begin or resume membership in the Plan on
the first day of the first pay period coinciding with or next following the date
he or she attains or returns to the status of an Employee.

         3.3 Suspension of Membership. A Member's membership in the Plan will be
             ------------------------
suspended under the applicable paragraph (a) or (b) below.

             (a) Change in Employment Status. A Member's membership in the Plan
                 ---------------------------
will be suspended for any period during which the Member is an employee of the
Company or an Affiliated Company but not an Employee. A Member whose
participation is suspended under this Section 0 may not make Member
Contributions or receive any allocation of Nonelective Contributions, Profit
Sharing Contributions or Forfeitures with respect to the period of suspension.

             (b) Withdrawals from Post-Tax Account. A Member's membership in the
                 ---------------------------------
Plan will be suspended for at least 3 fiscal months following certain
withdrawals from his or her Post-Tax Account as provided in Section 0. A Member
whose Membership is suspended under this Section 0 may not make Member
Contributions, but may receive an allocation of Nonelective Contributions,
Profit Sharing Contributions or Forfeitures with respect to the period of
suspension.

A suspended Member's Accounts will continue to share in the income, gains,
losses and expenses of the Trust Fund.

         3.4 Termination of Membership. A Member's membership in the Plan will
             -------------------------
end when his or her Plan Benefit has been distributed or on the date of his or
her death, whichever occurs first.

         3.5 Highly Compensated Employees. Any Employee who is a Highly
             ----------------------------
Compensated Employee will only be eligible for membership in the Plan as an
Inactive Member, provided that he or she otherwise satisfies the eligibility
requirements of Section 0. An Inactive Member will not be eligible to make
Member Contributions under Section 0 of the Plan or to receive any allocation of
Matching Contributions, Nonelective Contributions, Profit Sharing Contributions
or Forfeitures under Section 0 and Section 0 of the Plan. An Inactive Member
will, however, be eligible to:

                                      19
<PAGE>

                  (a) Make Rollover Contributions to the Plan under Section 0;

                  (b) Direct the investment of his or her Accounts under Section
0;

                  (c) Make withdrawals from his or her Accounts under Section 0;
and

                  (d) Obtain Plan loans under Section 0.

An Inactive Member will continue to be subject to the remaining provisions of
the Plan. The Administrative Committee will periodically determine whether
Members in the Plan are Highly Compensated Employees and any such Member's
status will change from an Active Member to an Inactive Member as soon as
practicable after the Administration Committee makes such determination.

                                      20
<PAGE>

SECTION 4   MEMBER CONTRIBUTIONS.
---------   --------------------

         4.1 Election to Make Contributions. A Member whose membership is not
             ------------------------------
suspended under Section 0 or Section 0 may elect, as of the first day of any pay
period in any month, to begin making Member Contributions to the Plan in 1%
increments, up to a maximum of 10% of his or her Compensation. The Member may
elect to make such Member Contributions either as Pre-Tax Contributions or as
Post-Tax Contributions. A Member's election to make Pre-Tax Contributions will
constitute an election (for federal tax purposes and, wherever permitted, for
state and local tax purposes) to have his or her taxable Compensation reduced by
the amount of all Pre-Tax Contributions.

         4.2 Maximum Pre-Tax Contributions. The sum of a Member's Pre-Tax
             -----------------------------
Contributions to the Plan for any calendar year and the portion of the Member's
Profit Sharing Contribution which the Member could have received in cash during
such calendar year (if the Member does not elect to receive such portion under
Section 0) will not exceed $7,000 (as adjusted under section 402(g)(5) of the
Code for cost of living increases). If any Member's Pre-Tax Contributions are
affected by this limitation, the Member will continue to make such contributions
as Post-Tax Contributions to the Plan unless the Member elects to suspend such
Contributions as provided in Section 0.

         4.3 Change or Suspension of Contributions. A Member, at any time, may
             -------------------------------------
change the rate of his or her Member Contributions within the percentage
limitation described in Section 0 or may change the nature of such Member
Contributions as Pre-Tax Contributions or Post-Tax Contributions by filing the
prescribed form with the Administrative Committee, or by utilizing such other
notification procedure as is prescribed by the Administrative Committee. A
Member may suspend all Member Contributions by filing the prescribed form with
the Administrative Committee, or by utilizing such other notification procedure
as is prescribed by the Administrative Committee. Such changes in rate or nature
of contributions or suspension will be effective as soon as reasonably
practicable after the date the form is filed with or notice is received by the
Administrative Committee.

         4.4 Resumption of Contributions. A Member who has suspended all Member
             ---------------------------
Contributions under Section 0 may resume Member Contributions at any time by
filing the prescribed advance notice with the Administrative Committee. The
resumption in contributions will be effective as soon as reasonably practicable
after the applicable notice is received by the Administrative Committee.

         4.5 Withholding and Deposit With Trustee; Crediting Accounts. All
             --------------------------------------------------------
Member Contributions to the Plan will be withheld through payroll deductions
from the Member's Compensation and will be paid to the Trustee as soon as
reasonably practicable following the end of the pay period in which they are
withheld. A Member's Pre-Tax Contributions will be credited to his or her
Pre-Tax Account and the Member's Post-Tax Contributions will be credited to his
or her Post-Tax Account.

                                      21
<PAGE>

         4.6 Distribution of Excess Contributions and Deferrals.
             --------------------------------------------------

             (a) Excess Contributions. If a Member who is a Highly Compensated
                 --------------------
Employee makes Pre-Tax Contributions which constitute "Excess Contributions" (as
defined in section 401(k)(8)(B) of the Code and the Regulations issued under
such Code section which are expressly incorporated by this reference) with
respect to a Plan Year, such Excess Contributions (and the earnings on such
contributions) will be distributed to the Member after the end of such Plan
Year. Such distribution will be made as soon as administratively practicable,
but in no event later than the end of the next Plan Year. Pre-Tax Contributions
and any earnings on such contributions directed by the Highly Compensated
Employees having the highest rate of Pre-Tax Contributions (as a percentage of
Compensation) will be refunded first under the provisions of the applicable
Regulations. Any refund of Pre-Tax Contributions and earnings on such
contributions will be limited to the amount that, in the judgment of the
Administrative Committee, will result in the Plan satisfying the requirements of
section 401(k)(3)(A) of the Code. Nonelective Contributions which are considered
elective contributions under section 1.401(k)-1(g)(7)(i) of the Code shall be
handled as Pre-Tax Contributions under this Section 4.6(a).

             (b) Excess Deferrals. If a Member makes Pre-Tax Contributions which
                 ----------------
constitute "Excess Deferrals" (as defined in section 402(g)(2)(A) of the Code
and the Regulations issued under such Code section which are expressly
incorporated by this reference) to one or more plans with respect to a calendar
year, the Member may allocate the Excess Deferrals among the plans to which such
deferrals were made and notify the Administrative Committee in writing by March
1 of the next calendar year of the Excess Deferrals allocated to the Plan. Upon
the Administrative Committee's receipt of such notice, the amount of the Excess
Deferrals designated by the Member (and any earnings on such amount) will be
distributed to the Member by April 15 of such year.

             (c) Excess Aggregate Contributions. If a Member who is a Highly
                 ------------------------------
Compensated Employee makes Post-Tax Contributions which constitute "Excess
Aggregate Contributions" (as defined in section 401(m)(6)(B) of the Code and the
Regulations issued under such Code section which are expressly incorporated by
this reference) with respect to a Plan Year, such Excess Aggregate Contributions
(and any earnings on such contributions) will be distributed to the Member by
the end of the next Plan Year. Post-Tax Contributions and any earnings on such
contributions directed by the Highly Compensated Employees having the highest
rate of Post-Tax Contributions (as a percentage of Compensation) will be
refunded first under the provisions of applicable Regulations. Any refund of
Post-Tax Contributions and earnings will be limited to the amount that, in the
judgment of the Administrative Committee, will result in the Plan satisfying the
requirements of section 401(m)(3) of the Code.

         4.7 Rollover Contributions. An Employee may make a Rollover
             ----------------------
Contribution to the Plan in an amount equal to all or part of a previous
distribution from a plan that, at the time of the distribution, met the
requirements of section 401(a) of the Code. The Rollover Contribution must be
made in cash within 60 days after its receipt by the Employee either from the
qualified plan or from an individual retirement account which meets the
requirements of section 408 of the Code and

                                      22
<PAGE>

has only been used to hold qualified plan distributions. A Rollover Contribution
will be permitted only if the Employee establishes that:

             (a) The Rollover Contribution includes no assets other than those
attributable to employer contributions, earnings on employer contributions and
earnings on employee contributions under plans qualified under section 401(a) of
the Code; and

             (b) If the amount was received by the Employee from a qualified
plan, the Rollover Contribution qualifies as an "eligible rollover distribution"
under section 402(c)(4) of the Code; or

             (c) If the amount was received by the Employee from an individual
retirement account, which contains funds described in Section 4.7(a) only, the
distribution from such account represented a total distribution of such account.

The Rollover Contribution will be paid to the Trustee as soon as practicable,
credited to the Employee's Rollover Account and invested as described in Section
7. If it is determined that a Member's Rollover Contribution mistakenly failed
to qualify under the Code as a tax-free rollover, then the balance in the
Member's Rollover Account attributable to the mistaken contribution immediately
will be segregated from all other Plan assets, treated as a nonqualified trust
established by and for the benefit of the Member, and distributed to the Member.
Such a mistaken contribution will be deemed never to have been a part of the
Plan.

                                      23
<PAGE>

SECTION 5   MATCHING AND NONELECTIVE CONTRIBUTIONS.
---------   --------------------------------------

         5.1 Matching Contribution. Except as provided below, for each period
             ---------------------
(an "Accumulation Period") during a Plan Year with respect to which a transfer
of Member Contributions to the Stock Fund is permitted in accordance with
Section 7.2(b), the Company will make a Matching Contribution to the Plan in an
amount equal to 50% of each Member's Member Contributions for the Accumulation
Period. The Matching Contribution will be reduced by any amount which cannot be
allocated to the Member because of the contribution limitation described in
Section 0, or with respect to territory managers, account executives and account
managers only, the limit on Compensation under Section 0. The Board of Directors
may determine in its sole discretion that:

             (a) No Matching Contribution will be made for a particular Plan
Year or portion of a Plan Year;

             (b) A lesser Matching Contribution will be made, in view of Company
performance, and economic and financial conditions prevailing and anticipated at
the time; or

             (c) A greater Matching Contribution will be made for a particular
Plan Year or portion of a Plan Year.

          No Matching Contribution will be made for a Member unless he or she:

             (a) Is an Employee on the last day of the final preceding payroll
period with respect to which a Member may make a Contribution which would be
matched by a portion of such Matching Contribution; or

             (b) Ceased to be an Employee during the Plan Year:

                 (i)   After attaining age 55 and completing 15 years of
                       Service;

                 (ii)  After attaining Normal Retirement Age;

                 (iii) By reason of death; or

                 (iv)  By reason of Total and Permanent Disability,

and his or her Accounts have not been distributed under Section 0.

         The Matching Contribution may be made in the form of cash or in the
form of shares of LSAI Stock, or a combination of both.

         5.2 Nonelective Contribution. In order to enable the Plan to satisfy
             ------------------------
the provisions of section 401(k) or section 401(m) of the Code, the Company may
elect to make a Nonelective Contribution to the Plan for each Plan Year in an
amount, if any, as the Board of Directors in its

                                      24
<PAGE>

sole discretion may determine. Except to the extent necessary to satisfy the
requirements of section 401(k) or section 401(m) of the Code, no Nonelective
Contribution will be made for a Member unless he or she:

             (a) Is an Employee on the date as of which a Nonelective
Contribution is allocated; or

             (b) Ceased to be an Employee during the Plan Year:

                 (i)   After attaining age 55 and completing 15 years of
                       Service;

                 (ii)  After attaining age 65;

                 (iii) By reason of death; or

                 (iv)  By reason of Total and Permanent Disability,

and his or her Accounts have not been distributed under Section 0.

         The Nonelective Contribution may be made in the form of cash or in the
form of shares of LSAI Stock, or a combination of both.

         5.3 Deposit with Trustee; Crediting Accounts. The Matching Contribution
             ----------------------------------------
for any Accumulation Period will be paid to the Trustee at the time when Member
Contributions designated for investment in the Stock Fund may be transferred to
the Stock Fund under Section 0 and will be allocated among Members in proportion
to their Member Contributions during the Accumulation Period to any Fund. A
Member's share of the Matching Contribution will be allocated and credited to
the Member's Matching Account as of the earlier of:
                                        -------

             (a) The date the Matching Contribution is made to the Plan; or

             (b) The end of the Plan Year during which the Member Contributions
with respect to which such Matching Contribution is made.

Forfeitures arising under Section 0 with respect to any Member's Matching
Account during a Plan Year will be allocated among other Members as an
additional Matching Contribution for such Plan Year and credited to such
Members' Matching Accounts.

         The Nonelective Contribution will be paid to the Trustee after such
contribution is authorized by the Board of Directors, but no later than 12
months after the end of the Plan Year in which such contribution is made. The
amount allocated to each Member's Nonelective Account will be determined by the
Board of Directors, or if the Board declines to make such determination, the
Administrative Committee. A Member's Nonelective Contribution will be allocated
and credited to the Member's Nonelective Account as of the end of the Plan Year
with respect to which the Nonelective Contribution is made. Nothing in this
Section 0 will be construed as requiring an

                                      25
<PAGE>

allocation of a Nonelective Contribution to be made on behalf of any Highly
Compensated Employee within the meaning of section 401(k) or section 401(m) of
the Code.

         5.4 Curtailment or Distribution from Plan of Excess Aggregate
             ---------------------------------------------------------
Contributions. If any Matching Contribution and/or Nonelective Contribution
-------------
otherwise allocable to a Member who is a Highly Compensated Employee would
constitute an "Excess Aggregate Contribution" (as defined in section
401(m)(6)(B) of the Code and the Regulations issued under such Code section
which are expressly incorporated by this reference) with respect to the Plan
Year, then:

             (a) The Matching Contribution and/or Nonelective Contribution will
not be made to the Plan, if the Matching Contribution and/or Nonelective
Contribution has not been made to the Plan as of the date on which the Matching
and/or Nonelective Contributions are determined to constitute an Excess
Aggregate Contribution; or

             (b) The Matching Contribution and/or Nonelective Contribution (and
any earnings on such contributions) will be distributed to the Member by the end
of the next Plan Year, if the Matching Contribution and/or Nonelective
Contribution has been made to the Plan before the date on which the Matching
and/or Nonelective Contributions are determined to constitute an Excess
Aggregate Contribution.

         The Matching Contribution and/or Nonelective Contribution made on
behalf of Highly Compensated Employees having the highest rate of Matching
Contribution and/or Nonelective Contribution will be reduced and/or distributed
first, under the terms of the applicable Regulations. Any reduction and/or
distribution of a Matching Contribution and/or Nonelective Contribution made
will be limited to the amount which, in the judgment of the Administrative
Committee, is expected to meet the requirements of section 401(m)(6)(B) of the
Code.

                                      26
<PAGE>

SECTION 6   PROFIT SHARING CONTRIBUTION.
---------   ---------------------------

         6.1 Amount and Form. The Company may make a Profit Sharing Contribution
             ---------------
to the Plan for each Plan Year in such amount as may be determined by the Board
of Directors. The Profit Sharing Contribution will be reduced by:
                                                      -------

             (a) An amount equal to the Forfeitures attributable to Members'
Profit Sharing Accounts that were allocated to Members for the preceding Plan
Year; and

             (b) The amount which Members elect to receive directly in cash
under Section 0.

No Profit Sharing Contribution will be made for any Plan Year if such
contribution would result in the Plan failing to satisfy the requirements of
section 410(b) of the Code. The Profit Sharing Contribution may be made in the
form of cash, in the form of other property acceptable to the Trustee, or a
combination of both.

         6.2 Cash Election by Members. Each Member who is an Employee may elect
             ------------------------
to receive as a direct cash payment from the Company an amount the
Administrative Committee estimates would equal 1/3 of the Profit Sharing
Contribution and Forfeitures, if any, otherwise allocable to the Member's Profit
Sharing Account for such Plan Year under Section 0. A Member must make an
election to receive a cash payment by filing the prescribed form with the
Administrative Committee by a date determined by the Administrative Committee
which is no later than the last day of a Plan Year. No cash payment will be made
to a Member who does not make a timely election to receive such payment. A
Member will be deemed to have elected to have received a cash payment if the
Member ceases to be an employee after the last working day of the Plan Year but
before the date such cash payment is made or, alternatively, is receiving no
Compensation from the Company or an Affiliated Company for services as an
employee on such date.

         6.3 Deposit With Trustee; Crediting Accounts. The Profit Sharing
             ----------------------------------------
Contribution for any Plan Year will be paid to the Trustee on or before the due
date (including extensions) for filing the Company's consolidated federal income
tax return for such Plan Year. The Profit Sharing Contribution for a Plan Year
will be allocated among Members who are Employees on the last working day of
such Plan Year in proportion to each such Member's Compensation for such Plan
Year including, in the case of a Member who was a Member for only part of the
Plan Year, amounts that would have been Compensation if the Member had been a
Member for the full Plan Year. Subject to Section 0, a Member's share of the
Profit Sharing Contribution will be credited to the Member's Profit Sharing
401(k) Account and/or Profit Sharing Regular Account, as appropriate.

         Except as provided in the next following sentence, forfeitures arising
under Section 0 with respect to any Member's Profit Sharing Account during a
Plan Year will be allocated among other Active Members who are Employees on the
last working day of such Plan Year as a Profit Sharing Contribution for such
Plan Year and, will be credited to such Active Members' Profit Sharing 401(k)
Account or Profit Sharing Regular Account, as appropriate. However, in the Plan
Year

                                      27
<PAGE>

ending in 1994, forfeitures under Section 11.1 as of June 30, 1994, will be
allocated among Active Members who are employees on June 30, 1994 (and credited
as provided in the immediately preceding sentence), and forfeitures under
Section 11.1 with respect to a Member's Profit Sharing Account as of the end of
the Plan Year ending in 1994 will be allocated among Active Members who are
employees on the last working day of the Plan Year (and credited as provided in
the immediately preceding sentence).

         6.4 Distribution of Excess Contributions and Deferrals.
             --------------------------------------------------

             (a) Excess Contributions. To the extent that a Member who is a
                 --------------------
Highly Compensated Employee does not elect to receive a portion of the Profit
Sharing Contribution for a Plan Year in cash under Section 0 and such portion
would constitute an "Excess Contribution" (as defined in section 401(k)(8)(B) of
the Code and the Regulations under such Code section which are expressly
incorporated by this reference) with respect to such Plan Year, the amount of
the Member's Profit Sharing Contribution as may constitute an Excess
Contribution will be paid directly to the Member after the end of such Plan Year
as if the Member had elected to receive such portion in cash under Section 0.
Such distribution will be made as soon as administratively practicable, but in
no event later than the end of the next Plan Year. The Profit Sharing
Contribution and any earnings on such contribution allocated to Highly
Compensated Employees having the highest rate of Profit Sharing Contribution (as
a percentage of Compensation) will be distributed first under the provisions of
the applicable Regulations. Any distribution of the Profit Sharing Contribution
and earnings will be limited to the amount that, in the judgement of the
Administrative Committee, will result in the Plan satisfying the requirements of
section 401(k)(8)(B) of the Code.

             (b) Excess Deferral. To the extent that a Member does not elect to
                 ---------------
receive a portion of the Profit Sharing Contribution otherwise payable directly
to the Member during a calendar year under Section 0 and such portion would
constitute an "Excess Deferral" (as defined in section 402(g)(2)(A) of the Code)
with respect to such calendar year, such portion as may constitute an Excess
Deferral will be paid directly to the Member as if the Member had elected to
receive such portion in cash under Section 0. Such distribution will be made by
April 15 of the next calendar year.

                                      28
<PAGE>

SECTION 7   TRUST FUND, INVESTMENTS AND INVESTMENT DIRECTIONS.
---------   -------------------------------------------------

         7.1 Trust Fund.
             ----------

             (a) In General. All contributions to the Plan will be held by the
                 ----------
Trustee for investment and reinvestment as part of the Trust Fund under the
Trust Agreement. The Trust Fund will consist of the Funds designated on Appendix
C to the Plan. One of such Funds will be designated as the Fund which will hold
Member Contributions designated for potential investment in the Stock Fund (the
"Holding Account").

             (b) Stock Fund. One of the Funds available for investment of the
                 ----------
Trust Funds will be the Stock Fund. The Stock Fund will be invested and
reinvested in LSAI Stock to the extent LSAI Stock is available for purchase by
the Trustee in accordance with Section 0, and in cash or interest-bearing short-
term debt obligations of any kind (i) pending investment in LSAI Stock or (ii)
to the extent required to pay expenses of the Plan or meet anticipated cash
distributions to Members and Beneficiaries, as determined and directed by the
Administrative Committee. The Stock Fund will consist of all Stock Fund
investments held by the Trustee and all cash held by the Trustee which is
derived from dividends, interest or other income from Stock Fund investments,
contributions to be invested in the Stock Fund and proceeds from the sale or
redemption of Stock Fund investments.

         7.2 Investment of Contributions. A Member's share of any Profit Sharing
             ---------------------------
Contribution and Forfeitures under Section 5.3 allocated to his or her Profit
Sharing 401(k) Account and Profit Sharing Regular Account and all Member
Contributions will be deposited in the Fund designated by the Member for such
investment in 1% increments (provided, however that these allocations will be in
20% increments until the end of the Blackout Period commencing on August 1,
1994) of such contribution as directed by the Member in accordance with
procedures established by the Administrative Committee. A Member's investment
directions will remain in effect until changed by the Member. If the Member
fails to file any investment directions, his or her share of any Profit Sharing
Contribution allocated to his or her Profit Sharing 401(k) Account and Profit
Sharing Regular Account and his or her Member Contributions will be deposited in
the Fund designated in Appendix C for investment of contributions for which no
investment direction has been received. All Matching Contributions and
Forfeitures under Section 6.3, if any, and Nonelective Contributions will be
deposited in the Stock Fund.

         Generally, twice each Plan Year, the Investment Committee will obtain
an independent appraisal of the Fair Market Value of LSAI Stock. The Investment
Committee will notify the Trustee of such Fair Market Value promptly after
completion of the appraisal.

             (a) If Fair Market Value of LSAI Stock Exceeds Adequate
                 ---------------------------------------------------
Consideration. If the Trustee determines that the Fair Market Value of LSAI
-------------
Stock exceeds "Adequate Consideration" for such LSAI Stock within the meaning of
section 3(18) of the Act, all Member Contributions that are held in the Holding
Account and any earnings on such contributions will be transferred to an
alternative Fund as designated by the Member, and no Matching Contribution will
be made with respect to such Member Contributions unless the Investment
Committee effects a "Suspension" as

                                      29
<PAGE>

described below.

         The Investment Committee will effect a Suspension, in its sole
discretion, by determining that the Member Contributions held in the Holding
Account and earnings on such contributions will remain in the Holding Account
rather than be transferred to another Fund. If the Investment Committee effects
a Suspension, the Administrative Committee, in such manner and under such
procedures as it deems appropriate, will promptly provide Members whose Member
Contributions and earnings are subject to the Suspension the opportunity to
elect whether such amounts will remain held in the Holding Account. If the
Member fails to file an election on the prescribed form by the date determined
by the Administrative Committee, such amounts will remain in the Holding Account
subject to the remaining provisions of the Plan. If a Member elects to have such
amounts transferred to another Fund, such amounts will be transferred to such
other Fund.

             (b) If Fair Market Value of LSAI Stock Does Not Exceed Adequate
                 -----------------------------------------------------------
Consideration. Conversely, if the Trustee determines that the Fair Market Value
-------------
of LSAI Stock does not exceed Adequate Consideration for such stock, the
Administrative Committee will notify Members of such Fair Market Value. Each
Member who has Member Contributions held in the Holding Account will have the
opportunity to elect to have such Member Contributions and any earnings on such
contributions transferred to any Fund in 1% increments of such Member
Contributions and earnings. If a Member files such an election in the prescribed
manner by the date determined by the Administrative Committee, the Member's
Member Contributions that are invested in the Holding Account and any earnings
on such contributions will be transferred to the Fund or Funds elected by the
Member. If a Member fails to file such an election by the date determined by the
Administrative Committee, the Member's Member Contributions that are held in the
Holding Account and any earnings on such contributions automatically will be
transferred to the Stock Fund. At the time when Member Contributions and
earnings are transferred to the Stock Fund, the Company will make a Matching
Contribution under Section 0 unless the Board of Directors determines that no
Matching Contribution will be made.

         The Trustee will seek to acquire LSAI Stock for the Stock Fund at a
price no greater than Fair Market Value, to the extent that any cash Matching
Contributions and Forfeitures and Nonelective Contributions deposited in the
Stock Fund and Member Contributions transferred to Stock Fund exceed the cash
requirements of the Stock Fund as determined by the Administrative Committee.
The Trustee may acquire LSAI Stock from a "Party-in-Interest" (as defined in
section 3(14) of the Act) or a "Disqualified Person" (as defined in section
4975(e)(2) of the Code) for no more than Adequate Consideration in accordance
with the requirements of section 408(e) of the Act.

         7.3 Reinvestment of Accounts. A Member may elect to change the
             ------------------------
investment of his or her Accounts under the applicable paragraph (a) or (b),
subject to the limitations of paragraphs (c) and (d).

             (a) General Rules Regarding Reinvestment of Accounts. On any
                 ------------------------------------------------
business day, a Member may elect to transfer amounts invested in any Fund other
than the Stock Fund among such Funds in 1% increments of the balance credited to
the Member's Accounts invested in such

                                      30
<PAGE>

Funds as of such day. A Member's election must be made in a manner prescribed by
the Administrative Committee.

             (b) Rules Regarding Reinvestment of Accounts by Qualified Members.
                 -------------------------------------------------------------
As of any business day, a Qualified Member (i.e., any Member who has reached age
                                            ----
63, or attained age 53 and completed at least 13 Years of Service) may elect to
have amounts credited to his or her Accounts invested in the Stock Fund
transferred to any other Fund in 1% increments by filing the notice prescribed
by the Administrative Committee. A Qualified Member may make only 1 such
election in any Plan Year.

             (c) Certain Limitations on Reinvestments by Insiders. A Qualified
                 ------------------------------------------------
Member who is an Insider may reinvest amounts credited to his or her Accounts
invested in the Stock Fund only by making an irrevocable election to reinvest
within the period beginning on the 3rd business day following the date for the
release of the financial data specified in paragraph (e)(1)(ii) of Rule 16b-3
under the Securities Exchange Act of 1934 and ending on the 12th business day
following such date.

             (d) Certain Limitations on Reinvestments Due to Liquidity of the
                 ------------------------------------------------------------
Trust Fund. The Investment Committee may determine that it is not feasible for
----------
the Trustee to prudently liquidate and transfer the necessary amount from one
Fund to another in accordance with Members' reinvestment elections. If the
Investment Committee so determines, it will advise the Administrative Committee
which will direct that such steps be taken as it considers necessary or
desirable for the protection of Members' Accounts, including a pro rata
reduction in the amount transferred with respect to each Member, or the
scheduling of transfers over a period consistent with prudent liquidation.

         7.4 Investment by Alternate Payees. The Administrative Committee will
             ------------------------------
determine, in its sole and absolute discretion, if an Alternate Payee is
entitled to a portion of a Member's Accounts under the terms of a Qualified
Domestic Relations Order. If the Administrative Committee so determines, it will
segregate the Alternate Payee's portion of the Member's Accounts into a separate
Matching Account, Nonelective Account, Post-Tax Account, Pre-Tax Account, Profit
Sharing Account and Rollover Account as appropriate. The Alternate Payee will
only be entitled to direct the investment of his or her Accounts under the
provisions of this Section 0 in the same manner, at the same times, and subject
to the same conditions as Members in the Plan.

         7.5 Allocation of Voting Rights. Except as specifically authorized in
             ---------------------------
this Section 0, the Trustee will vote all shares of LSAI Stock held in the Trust
Fund at the direction of the Investment Committee.

         If the stockholders of Levi Strauss Associates Inc. are entitled to
vote with respect to any of the following matters, then only in connection with
such matters, the Trustee will vote the shares of LSAI Stock held in the Trust
Fund in accordance with the Members' directions to the Trustee as provided in
Section 0:

                  (a) Any merger or consolidation of Levi Strauss Associates
Inc. with any other

                                      31
<PAGE>

corporation, unless the stockholders of Levi Strauss Associates Inc. immediately
before the merger or consolidation would own (immediately after the merger or
consolidation) equity securities of the surviving corporation or acquiring
corporation or a parent entity possessing more than 5/6 of the voting power of
the surviving corporation or acquiring corporation or parent entity;

             (b) Any plan of complete liquidation of Levi Strauss Associates
Inc.;

             (c) Any dissolution of Levi Strauss Associates Inc.; or

             (d) Any plan or agreement for the sale or disposition by Levi
Strauss Associates Inc. of all or substantially all of its assets, unless the
stockholders of Levi Strauss Associates Inc. immediately before the sale or
disposition would own (immediately after the sale or disposition) equity
securities of the acquiring entity or a parent entity possessing more than 5/6
of the voting power of the acquiring entity or parent entity.

         7.6 Exercise of Voting Rights. When Members are entitled to direct the
             -------------------------
voting of LSAI Stock under Section 0, each Member will be entitled to direct the
Trustee with respect to the voting of all whole and fractional shares of LSAI
Stock which are allocated to his or her Accounts (or represented by units
allocated to such Accounts) as of the last Valuation Date coinciding with or
preceding the applicable record date. The Administrative Committee will
conclusively determine the number of the shares of LSAI Stock that are subject
to each Member's voting instructions and will advise the Trustee accordingly.

         Before any annual or special meeting at which LSAI Stock will be voted
on the matters described in Section 0, the Board of Directors will cause to be
delivered to each Member the proxy statement and any related materials prepared
for holders of LSAI Stock, a request for written voting instructions, and the
voting instructions form prescribed by the Board of Directors for this purpose.
Each Member who wishes to exercise his or her voting rights must complete and
return such form to the Trustee before the date prescribed by the Board of
Directors. Once received by the Trustee, a Member's voting instructions may be
revoked, subject to such conditions as the Trustee may impose.

         Any shares of LSAI Stock with respect to which the Trustee receives
timely, written voting instructions from Members will be voted by the Trustee in
accordance with such instructions on the matters described in Section 0. The
Trustee also will determine the ratio of affirmative votes, negative votes and
abstentions with respect to each matter described in Section 0 for which it has
received timely voting instructions from Members. The Trustee will then vote on
such matters all shares of LSAI Stock allocated to Members' Accounts with
respect to which it has not received timely voting instructions in accordance
with the ratios so determined. If the Trustee determines that voting such shares
in accordance with such ratios would violate its fiduciary responsibilities
under the Act, it will vote such shares of stock in accordance with such
fiduciary requirements. The Trustee will aggregate any fractional shares and,
after rounding down to the next lower integer if the total is not a whole
number, will vote an equivalent number of whole shares of LSAI Stock.

         For purposes of this Section 0, each Member will be a "Named Fiduciary"
as defined under

                                      32
<PAGE>

section 402(a) of the Act with respect to the shares of LSAI Stock allocated to
his or her Accounts.

         7.7 Other Instructions by Members.
             -----------------------------

             (a) Sale to Levi Strauss Associates Inc. of LSAI Stock. Except
                 --------------------------------------------------
as provided in this Section 0 and in the Registration Rights Agreement, the
Trustee may sell LSAI Stock held in the Trust Fund only to Levi Strauss
Associates Inc.

             (b) Acquisition Offers. If any person or group makes an offer to
                 ------------------
acquire all or part of the outstanding LSAI Stock ("Acquisition Offer"), the
Trustee will tender the LSAI Stock held in the Trust Fund to such person or
group only to the extent that it has been directed to do so by Members.
"Acquisition Offers" will not include:
                          -----------

                 (i)   Any offer to purchase LSAI Stock by Levi Strauss
         Associates Inc.;

                 (ii)  Any offer to purchase less than 5% of all of the
         outstanding shares of common stock of Levi Strauss Associates Inc.,
         including LSAI Stock held in the Trust Fund; or

                 (iii) Any public offering of LSAI Stock under the Registration
         Rights Agreement.

         In the event of an Acquisition Offer, each Member will be entitled to
instruct the Trustee confidentially (on a form to be prescribed by the
Administrative Committee) with respect to the disposition of those shares of
LSAI Stock which then would be subject to the Member's voting instructions under
Section 0. If the Trustee receives such an instruction by a date determined by
the Trustee and communicated to Members, the Trustee will tender such LSAI Stock
in accordance with such instruction. Any LSAI Stock as to which the Trustee does
not receive instructions within such period will not be tendered by the Trustee.

         The Trustee will obtain and distribute to each Member all appropriate
materials pertaining to the Acquisition Offer, including any statement of the
position of Levi Strauss Associates Inc. with respect to such offer issued under
Regulation 14e-2 promulgated under the Securities Exchange Act of 1934, as soon
as practicable after such materials are issued. If Levi Strauss Associates Inc.
is not required to or fails to issue such statement within 5 business days after
the commencement of such offer, the Trustee will distribute such materials to
each Member without such statement by Levi Strauss Associates Inc. and will
separately distribute such statement, if any, as soon as practicable after it is
issued. Levi Strauss Associates Inc. may require verification of the Trustee's
compliance with the Members' confidential voting instructions by an independent
auditor selected by Levi Strauss Associates Inc.

         For purposes of this Section 0, each Member will be a "Named Fiduciary"
as defined under section 402(a) of the Act with respect to the shares of LSAI
Stock allocated to his or her Accounts.

             (c) Acquisitions by Levi Strauss Associates Inc. If Levi Strauss
                 --------------------------------------------
Associates Inc.

                                      33
<PAGE>

makes an offer to purchase LSAI Stock the Investment Committee will determine
whether, and to what extent, the Plan will sell LSAI Stock to Levi Strauss
Associates Inc. in connection with such offer.

         7.8 Participant Directed Accounts. It is intended that transactions by
             -----------------------------
Members pursuant to this Section 7 satisfy the conditions set forth in
Department of Labor Regulation Section 2550.404c-1, except to the extent that
such transactions are not covered by such regulation.

                                      34
<PAGE>

SECTION 8   VALUATIONS AND STATEMENTS.
---------   -------------------------

         8.1 Valuation of Accounts. As of each Valuation Date, the
             ---------------------
Administrative Committee will value each Member's Accounts at fair market value
and will adjust such Accounts to reflect the Member's share of any realized or
unrealized investment income, gains, losses and expenses of the Fund or Funds in
which the Accounts were invested which have accrued since the preceding
Valuation Date. For this and all other purposes under the Plan, LSAI Stock will
be taken into account at its Fair Market Value.

         8.2 Statements. The Administrative Committee will prepare and
             ----------
distribute a statement to each Member at least annually. Such statement will
reflect the status of the Member's Accounts (including the fair market value
thereof) and will contain such other information as the Administrative Committee
may prescribe.

                                      35
<PAGE>

SECTION 9   WITHDRAWALS.
---------   -----------

         9.1 Withdrawals from Post-Tax Accounts. A Member may withdraw all or
             ----------------------------------
part of the balance credited to his or her Post-Tax Account invested in any Fund
or combination of such Funds. In addition, unless the withdrawal is for:

             (a) The purchase of the Member's primary residence; or

             (b) The payment of expenses relating to the post-secondary
education of the Member or the Member's spouse or children, including expenses
for tuition fees, room, board or books,

the Member will be suspended from making Member Contributions for at least 3
fiscal months following any such withdrawal. The Member may resume making Member
Contributions following the suspension period as of the first pay period
following the suspension period by filing the prescribed form with the
Administrative Committee in advance.

         9.2 Withdrawals from Rollover Accounts. A Member may withdraw all or
             ----------------------------------
part of the balance credited to his or her Rollover Account invested in any Fund
or combination of such Funds. The Member will not be suspended from making
Member Contributions for making any withdrawal under this Section 0.

         9.3 Hardship Withdrawals.  A Member may make withdrawals from his or
             --------------------
her Accounts for reasons of hardship as specified in paragraphs (a), (b), and
(c) below.

             (a) Post-Tax Account, Rollover Account, Pre-Tax Account and Profit
                 --------------------------------------------------------------
Sharing 401(k) Account. A Member may withdraw all or part of the Member's Post-
----------------------
Tax Account, Rollover Account, Pre-Tax Account (excluding earnings credited to
such Account after November 27, 1988) and Profit Sharing 401(k) Account
(excluding earnings credited to such Account after November 27, 1988) invested
in any Fund or any combination of such Funds (excluding contributions made with
respect to any period during which the Member was a resident of the United
Kingdom), if the Member becomes Totally and Permanently Disabled or if the
amount of the withdrawal is needed to meet an "Immediate and Heavy Financial
Need" of the Member arising solely from one or more of the following:

                 (i)   Expenses for extraordinary and unreimbursed medical or
         hospital expenses incurred by the Member, the Member's spouse, any
         dependent of the Member or a nondependent parent or child of the
         Member;

                 (ii)  Amounts necessary for the Member, the Member's spouse,
         any dependent of the Member, or a nondependent parent or child of the
         Member to obtain medical or hospital care;

                 (iii) The payment of tuition and related educational expenses
         for the next 12 months of post-secondary education for the Member, the
         Member's spouse or child, or

                                      36
<PAGE>

         any dependent of the Member;

                 (iv)   The payment of expenses incurred by the Member in
         purchasing his or her primary residence;

                 (v)    The need to prevent the eviction of the Member from his
         or her primary residence or foreclosure on the Member's primary
         residence;

                 (vi)   The payment of funeral expenses for a family member or
         relative of the Member;

                 (vii)  The loss of income resulting from an abbreviated work
         schedule required by the Member's health, the loss of employment by the
         Member's working spouse, garnishment of the Member's wages or material
         reduction in the compensation of the Member or the Member's working
         spouse from such Member's or spouse's primary employer;

                 (viii) The loss of income, real property or personal property
         as a result of any natural disaster as specified on Appendix D to the
         Plan by any individual or entity empowered to amend the Plan; or

                 (ix)   Effective July 1, 1995, the need to pay attorney's fees,
         fines, penalties, judgments, assessments or other costs related to
         legal proceedings on behalf of the Member or the Member's spouse or
         dependents.

             (b) Matching Account and Profit Sharing Regular Account.  In
                 ---------------------------------------------------
addition, a Member may withdraw:

                 (i)    All or part of the Member's Matching Account and the
         Vested Interest in his or her Profit Sharing Regular Account (excluding
         contributions made with respect to any period during which the Member
         was a resident of the United Kingdom) invested in any Fund or any
         combination of such Funds, if the amount of the withdrawal is needed to
         meet an Immediate and Heavy Financial Need of the Member due to:

                        (A)   Funeral Expenses for a family member or relative
             of the Member;

                        (B)   An abbreviated work schedule required by the
             Member's health, a loss of income due to health, the loss of
             employment by the Member's working spouse or garnishment of the
             Member's wages;

                        (C)   The payment of extraordinary and unreimbursed
             medical or hospital expenses incurred by a nondependent parent or
             child of the Member; or

                        (D)   Effective July 1, 1995, the need to pay attorney's
             fees, fines,

                                      37
<PAGE>

             penalties, judgments, assessments or other costs related to legal
             proceedings on behalf of the Member or the Member's spouse or
             dependents.

                 (ii) All or part of the Member's Vested Interest in his or her
         Profit Sharing Regular Account (excluding any Profit Sharing
         Contributions made with respect to any period during which the Member
         was a resident of the United Kingdom) invested in any Fund or any
         combination of such Funds, if the amount of the withdrawal is needed to
         meet Immediate and Heavy Financial Needs of the Member arising from:

                      (A) Foreclosure on the primary residence of the Member; or

                      (B) The loss of income, real property or personal property
             as a result of any other natural disaster as specified on Appendix
             D to the Plan by any individual or entity empowered to amend the
             Plan.

             (c) General Limits on Hardship Withdrawals. A Member will not be
                 --------------------------------------
suspended from making Member Contributions for making any such withdrawal. An
amount will be considered necessary to satisfy the Member's Immediate and Heavy
Financial Need only if the Administrative Committee determines that the need
cannot be relieved by any of the following:
                      ---

                 (i)   Reimbursement or compensation by insurance or otherwise;

                 (ii)  Reasonable liquidation of the Member's assets, including
         assets of the Member's spouse and minor children that are reasonably
         available to the Member, to the extent such liquidation would not
         itself cause an immediate and heavy financial need;

                 (iii) Cessation of Member Contributions; or

                 (iv)  A loan from the Member's Accounts under Section 0 or a
         loan from a commercial source on reasonable commercial terms.

         Unless the Member requests otherwise, the amount of the Member's
hardship withdrawal will include the amount of any federal, state or local taxes
or any penalties reasonably anticipated to result from the withdrawal. Such sums
will be withheld at the time such hardship withdrawal is distributed to the
Member.

         9.4 Withdrawals From Stock Fund. The portion of a Member's Accounts
             ---------------------------
invested in the Stock Fund (except for amounts credited to the Member's
Nonelective Account) may be withdrawn under Section 0 or 0 upon receipt of the
prescribed notice by the Administrative Committee (except that no such
withdrawal will be permitted on and from the date the Company is advised of the
new value for LSAI Stock under Section 7 and until either the Trustee confirms
that such new value does not exceed Adequate Consideration pursuant to Section
7.2(a) or the Investment Committee instructs that the new value shall be
utilized), but only to the extent the Administrative Committee determines that
there is sufficient cash available in the Stock Fund to

                                      38
<PAGE>

permit such withdrawal.

         9.5 Payment of Withdrawals. A Member may request a withdrawal by
             ----------------------
providing the prescribed notice with the Administrative Committee. A withdrawal
will be paid to the Member in cash as soon as reasonably practicable after the
Administrative Committee receives the prescribed notice and determines that the
withdrawal request meets the requirements of Section 0 (regarding withdrawals
from Post-Tax Accounts), Section 0 (regarding withdrawals from Rollover
Accounts), Section 0 (regarding hardship withdrawals) or Section 0 (regarding
withdrawals from the Stock Fund), as applicable.

         9.6 Valuation Date.  The value of a Member's Accounts will be
             --------------
determined as of the Valuation Date which occurs on or most recently prior to
the effective date of the withdrawal.

         9.7 Source of Withdrawals. A Member's Accounts, to the extent available
             ---------------------
with respect to such Hardship withdrawal, will be liquidated to the extent
necessary to fund a hardship withdrawal under Section 0 in the following order
of priority:
   --------

             (a) Post Tax-Account;

             (b) Rollover Account;

             (c) Pre-Tax Account;

             (d) Profit Sharing 401(k) Account;

             (e) Profit Sharing Regular Account; and

             (f) Matching Account.

Except as provided above, within any Account, amounts invested in each Fund will
be liquidated in order from the lowest risk Fund to the highest risk Fund. The
determination of the relative risk of each Fund shall be made by the Investment
Committee, in its sole discretion, from time to time.

          If the Investment Committee determines that it is not feasible for the
Trustee to prudently liquidate the necessary amount invested in any Fund in
accordance with Members' withdrawal requests, the Investment Committee will so
advise the Administrative Committee which will direct that such steps be taken
as it considers necessary or desirable for the protection of Members' Accounts,
including the reordering of liquidation priorities or a pro rata reduction in
the amount of each Member's withdrawal.

         9.8 Limitation on Withdrawals by Insiders. A Member who is an Insider
             -------------------------------------
may withdraw as of any date amounts credited to his Accounts invested in the
Stock Fund only by making an irrevocable election to make such a withdrawal at
least 6 months before the last day on which a Member other than an Insider must
submit an election to make a withdrawal as of such date.

                                      39
<PAGE>

         9.9  Additional Limitations on Withdrawals.  In no event may a Member
              -------------------------------------
withdraw any amount under this Section 0 which at the time of the intended
withdrawal funds a loan under Section 0.

         9.10 Withdrawals by Alternate Payees. An Alternate Payee who is
              -------------------------------
entitled to a portion of a Member's Accounts under the terms of a Qualified
Domestic Relations Order may withdraw amounts from his or her Accounts under
this Section 0 in the same manner, at the same times and subject to the same
conditions as Members in the Plan.

                                      40
<PAGE>

SECTION 10   LOANS.
----------   -----

         10.1  Amount of Loans.
               ---------------

               (a)  Profit Sharing Regular Account. A Member may borrow up to
                    ------------------------------
100% of the Member's Vested Interest in his or her Profit Sharing Regular
Account to the extent that such amount may be used to secure the promissory note
with respect to such loan under Section 0(a). Such a loan will be permitted only
if the Administrative Committee determines that:

                    (i)   The proceeds of the loan will be used to acquire,
         construct or rehabilitate the Member's primary residence, or to
         refinance any loan or loans previously made to the Member by a third
         party for any of these purposes;

                    (ii)  The loan is required by the Member for the payment of
         expenses relating to the post-secondary education of the Member or the
         Member's spouse or children, including expenses for tuition, fees,
         room, board or books; or

                    (iii) The loan is required by the Member due to the loss of
         income, real property or personal property as a result of any natural
         disaster as specified on Appendix D to the Plan by any individual or
         entity empowered to amend the Plan.

               (b)  Profit Sharing 401(k) Account. A Member may borrow up to
                    -----------------------------
100% of the balance credited to his or her Profit Sharing 401(k) Account for
expenses relating to the post-secondary education of the Member or the Member's
spouse or children, including expenses for tuition, fees, room, board or books.

               (c)  Post-Tax, Pre-Tax, Matching and Rollover Accounts.
                    -------------------------------------------------

                    (i)  Effective on and after a date determined by the
         Administrative Committee and announced to Members, a Member may borrow
         up to 100% of the balance credited to his or her Matching Account
         and/or Pre-Tax Account. A loan from the Member's Pre-Tax Account will
         be permitted only if the Administrative Committee determines that the
         Member is Totally and Permanently Disabled or that the proceeds will be
         used to satisfy a hardship described in Section 0(i) through Section
         0(viii).

                    (ii) A Member may borrow up to 100% of the balance credited
         to his or her Post-Tax Account and/or Rollover Account. Such loans will
         be permitted for any reason, but will be subject to Section 0
         (regarding the maximum loan amount), Section 0 (regarding loan terms),
         Section 0 (regarding source of loans) and Section 0 (regarding events
         of default), in addition to other applicable provisions of the Plan. In
         no case will a Member be permitted to borrow any portion of such
         Accounts invested in the Stock Fund or the Holding Account.

               (d)  Additional Limitations. No loan will be permitted from the
                    ----------------------
portion of any Account invested in the Stock Fund. No loan will be granted to
the extent it would cause the

                                      41
<PAGE>

aggregate balance of all loans a Member has outstanding under the Plan to exceed
the lesser of:
    ------
                 (i)  $50,000, less the amount by which such aggregate balance
         has been reduced by repayments of principal during the one-year period
         ending on the day before the new loan is made; or

                 (ii) 50% of the Member's Vested Interest in all of the Member's
         Accounts.

The amount of any loan must be a multiple of $100 and may not be less than
$1,000. Only 4 loans to a Member may be outstanding at any time (no more than 2
of which may be for the acquisition, construction or rehabilitation of the
Member's primary residence, or to refinance any loan or loans previously made by
a third party for these purposes).

             (e) Vested Interest and Value of Accounts. The Member's Vested
                 -------------------------------------
Interest in an Account and the value of the balance credited to such Account
will be determined as of the latest Valuation Date preceding the date the loan
application is submitted for which information is then available.

         10.2 Terms of Loans.  All loans will be on such terms and conditions
              --------------
as the Administrative Committee may determine, and must satisfy the following
requirements:

              (a) Adequate Security.  All loans will be made under a promissory
                  -----------------
note secured by:

                  (i)   The residence of the Member, in the case of a loan under
         Section 0(i) (regarding the acquisition, construction or rehabilitation
         of the Member's primary residence);

                  (ii)  The residence of the Member to the extent agreed upon by
         the Member and the Administrative Committee, in the case of a loan for
         expenses for the post-secondary education of the Member or the Member's
         spouse or children which is made from the Member's Profit Sharing
         Regular Account under 0(ii), or the Member's Post-Tax Account or the
         Member's Rollover Account under Section 0(ii); and

                  (iii) The Account or Accounts that funded the loan to the
         extent that such Account or Accounts fund the loan.

No loans will be secured by the Member's Account or Accounts in an amount
greater than 50% of the Vested Interest and value of the balance of the Account
of such Member at the time such loan was made.

             (b) Substantially Level Payment. All loans will be subject to a
                 ---------------------------
substantially level payment schedule, as determined by the Administrative
Committee, with payments to be made at least quarterly and whenever possible to
be made through semi-monthly payroll

                                      42
<PAGE>

deductions. If loan payments are not made for a period of up to 365 days due to
the Member's temporary absence from active work, such missed payments may be
made:

                 (i)   In a single sum after the Member returns to active work;

                 (ii)  Ratably over the remaining period of the loan;

                 (iii) In a single sum together with the final payment provided
         for under the note; or

                 (iv)  In another manner mutually agreed upon by the Member and
         the Administrative Committee.

However, loan repayments by a Member who has been absent temporarily must
recommence by the end of the one-year period following the date the Member's
temporary absence began or, if earlier, upon the first paycheck after the
Member's return to active work.

             (c) Reasonable Rate of Interest. All loans will bear interest at a
                 ---------------------------
fixed rate determined by the Administrative Committee based upon the prime
interest rate in effect at a commercial bank as of the first day of the month
immediately preceding the date on which the loan application is received plus
1%, unless such rate would not be "reasonable" as defined by section 408(b)(3)
of the Act, in which case a "reasonable" rate of interest will be used.

             (d) Repayment in Full.  All loans will provide for repayment in
                 -----------------
full, whether from the Member's Accounts or otherwise, on or before the earlier
                                                                        -------
of:

                 (i)  5 years after the date the loan is made (15 years after
         the date the loan is made if the loan is used to acquire the Member's
         principal residence); or

                 (ii) The date the Member's Plan Benefit is distributed under
Section 0.

         10.3 Source of Loans; Application of Loan Payments. As soon as
              ---------------------------------------------
administratively practical following the approval of a loan by the
Administrative Committee, the amount of the loan will be distributed to the
Member from the vested portion of the Member's Accounts that are being used to
fund the loan, in the following order of priority:

              (a) Post-Tax Account;

              (b) Rollover Account;

              (c) Pre-Tax Account;

              (d) Profit Sharing 401(k) Account;

              (e) Profit Sharing Regular Account; and

                                      43
<PAGE>

              (f) Matching Account.

         If less than the entire amount of any Account is required to fund the
loan, amounts invested in the Funds will be liquidated to fund the loan in order
from the lowest risk Fund to the highest risk Fund. The determination of the
relative risk of each Fund shall be made by the Investment Committee, in its
sole discretion, from time to time.

         If the Investment Committee determines that it is not feasible for the
Trustee to prudently liquidate the necessary amount invested in any Fund in
accordance with Members' loan requests, the Investment Committee will so advise
the Administrative Committee. The Administrative Committee will direct that such
steps be taken as it considers necessary or desirable for the protection of
Members' Accounts, including the reordering of liquidation priorities or a pro
rata reduction in the amount of each Member's loan. The promissory note executed
by the Member will be reflected in reporting the balance of the Member's Account
or Accounts that funded the loan. Principal and interest payments will be
credited to the Member's Account or Accounts in proportion to the extent that
such Account or Accounts funded the loan. Such principal and interest payments
shall be invested in Funds in proportion to the extent that the funds loaned to
the Member were invested in such Funds at the time such loan was made to the
Member.

         10.4 Default. If the Administrative Committee determines that a
              -------
Member's loan obligation is in default, it will take such actions as it deems
necessary or appropriate to cause the Plan to realize on its security for the
loan. Those actions may include, without limitation, a demand for payment in
full, and a distribution of the Member's promissory note to the Member, which
will be deemed an involuntary withdrawal from the Member's Accounts in an amount
equal to the principal balance of the loan, whether or not the withdrawal would
otherwise be permitted on a voluntary basis. No distribution of a Member's
promissory note and involuntary withdrawal will occur with respect to a loan
from the Member's Pre-Tax Contributions Account or Nonelective Account before
the earliest of the events specified in Section 18.6. Any loss caused by the
nonpayment or other default on a Member's loan obligation will be borne solely
by the Member's Accounts. A Member who is temporarily absent from work will not
be considered to be in default for the period which is the lesser of (i) 365
days from the date the Member begins the temporary leave of absence on (ii) the
date the Member is no longer considered to be temporarily absent from work.

                                      44
<PAGE>

SECTION 11   PLAN BENEFITS.
----------   -------------

         11.1  Vesting in Accounts.  A Member's Vested Interest in his or her
               -------------------
Accounts shall be 100% at all times.

         11.2  Amount of Plan Benefit. If a Member ceases to be an Employee for
               ----------------------
any reason or becomes Totally and Permanently Disabled while an Employee, the
Member (or, in the event of a Member's death, the Member's Beneficiary) will be
entitled to receive a Plan Benefit equal to the Member's Vested Interest in his
or her Accounts.

         11.3  Valuation of Plan Benefit. The value of the Vested Interest in a
               -------------------------
Member's Accounts to be distributed as a Plan Benefit will be determined as of
the Valuation Date which occurs on or most recently prior to the later of the
date of termination of the Member's employment or the date on which the
distribution is requested.

         11.4  Rehire Before Five One-Year Breaks in Service. If a Member who
               ---------------------------------------------
suffered a Forfeiture of his or her Profit Sharing Regular Account before the
Effective Date for reasons other than Misconduct, or suffered Forfeiture of
amounts accumulated under the ESP or PSP, is rehired as an Employee before the
date on which the Member incurs a 60 consecutive month Break in Service, an
amount equal to the amount which became a Forfeiture will be restored to the
Member's Profit Sharing Account or Matching Account, as appropriate. In the case
of a Member who ceased to be an Employee and suffered a Forfeiture due to the
Employee's pregnancy, the birth of the Employee's child, the placement of a
child with the Employee in connection with the adoption of the child by the
Employee or the care of the Employee's child immediately following the child's
birth or adoption, "84" will be substituted for "60" in the preceding sentence.
The first source for amounts restored under this Section 0 will be recent
Forfeitures of other Members which have not yet been reallocated under Section 0
or Section 0. To the extent such Forfeitures are insufficient, the Participating
Company that employed the Member will make a special contribution in the amount
required.

         11.5  Form of Payment. Unless a Member (or Beneficiary) elects
               ---------------
otherwise, the Member's Plan Benefit will be paid in the form of a lump sum in
cash. If the value of the Member's Plan Benefit exceeds $3,500, the Member (or
Beneficiary) may elect to have all or a portion of such Plan Benefit paid in one
of the following forms by filing the prescribed form with the Administrative
Committee:

               (a)  Installments. The Member (or Beneficiary) may elect to have
                    ------------
the Member's Plan Benefit paid in the form of monthly or annual installments, as
determined under Section 0(i) or Section 0 below:

                    (i) Monthly Installments. The Member's Plan Benefit will be
                        --------------------
         paid in monthly installments over a period not exceeding the reasonable
         life expectancy of the Member (or Beneficiary), as determined under the
         mortality table specified in Section 25 of the Revised Home Office
         Pension Plan of Levi Strauss Associates Inc. The amount of each monthly
         installment will be determined by dividing the value of the portion of
         the

                                      45
<PAGE>

         Member's Plan Benefit remaining in the Trust Fund by the number of
         installments elected less the number of installments already paid.

                  (ii) Annual or Monthly Installments. The Member's Plan Benefit
                       ------------------------------
         will be paid in annual installments over the life expectancy of the
         Member (or Beneficiary) or the joint life expectancy of the Member and
         the Member's Beneficiary, where the amount of each annual installment
         is determined by dividing the value of the Member's Plan Benefit
         remaining in the Trust Fund by the applicable life expectancy.
         Alternatively, such payment may be made in monthly installments not
         exceeding the life expectancy of the Member (or Beneficiary) or the
         joint life expectancy of the Member and the Member's Beneficiary at the
         request of the Member (or Beneficiary). The applicable life expectancy
         for purposes of this Section 0 will be determined annually in a manner
         consistent with section 401(a)(9)(D) of the Code.

             (b) Annuity Contract. The Member (or Beneficiary) may elect to have
                 ----------------
the Member's Plan Benefit paid in the form of a single premium annuity contract
purchased from an insurer. The normal form of annuity contract for a single
Member will be a life annuity contract which will provide the Member with a
monthly income for his or her life. The normal form of annuity contract for a
married Member will be a joint and survivor annuity contract which will provide
the Member with a monthly income for his or her life, and upon his or her death,
a monthly income to his or her spouse, in an amount not less than 50% nor more
than 100% of the amount that was payable to the Member. If the Member dies
before the Annuity Starting Date, his or her spouse will be entitled to a
survivor's annuity contract which will provide the spouse with a monthly income
for his or her life equal to 50% of the amount that would have been paid to the
Member if his or her annuity payments had begun on the date of the Member's
death.

         If the Member elects that only a portion of his Plan Benefit be paid in
the form of installments or an annuity, then the remainder of such benefit will
be paid in a lump sum.

         A married Member may elect another form of annuity or may designate
another joint annuitant with his or her spouse's consent. The spouse's consent
must:

                 (i)   Be in writing;

                 (ii)  Acknowledge the effect of the alternate form of annuity
         or specifically identify the alternate joint annuitant;

                 (iii) Be witnessed by a notary public; and

                 (iv)  Be given within 90 days before the Annuity Starting Date.

The spouse's consent to receive an alternate form of annuity or the designation
of a Beneficiary will not be binding on a subsequent spouse if the Member
remarries. The Member may revoke such an election at any time before the Annuity
Starting Date in which case the Member's benefit will be paid in the form of a
joint and survivor annuity to the Member and his or her spouse, unless the

                                      46
<PAGE>

Member elects an alternate form of benefit or Beneficiary designation with his
or her spouse's consent. If benefits are payable to a joint annuitant other than
the Member's spouse, the present value of the benefits payable to the joint
annuitant will not exceed 50% of the present value of the benefits payable to
the Member (determined as of the Annuity Starting Date).

         The Administrative Committee will provide to each Member who elects to
receive an annuity a written explanation in nontechnical language containing the
following information:

                  (i)   A description of the terms and conditions of the joint
         and survivor annuity and the single life annuity;

                  (ii)  A statement that the Member may elect during the
         Election Period described below to waive the joint and survivor annuity
         or life annuity by electing any optional form of benefit provided under
         the Plan;

                  (iii) A statement that the Member may revoke the
         waiver of the joint and survivor annuity or life annuity during the
         Election Period and the effect of such revocation;

                  (iv)  Notice of the requirement that the Member's spouse must
         consent to the waiver of the joint and survivor annuity and election of
         any optional form of benefit;

                  (v)   A general explanation of the financial effect of
         election of each of the optional forms of benefit provided under the
         Plan; and

                  (vi)  A statement that the Member may request an explanation
         of the specific financial effect, in terms of monthly payments, on the
         Member's Plan Benefit of making an election.

         The Election Period will begin 90 days before the Annuity Starting Date
and end on the Annuity Starting Date, unless the Member requests additional
information from the Administrative Committee, in which case it will end no
later than 90 days after the Member receives such additional information. During
the Election Period any election not to take the joint and survivor annuity or
life annuity will be revocable. Upon the expiration of the Election Period, any
election made will be irrevocable and the Member will not be required nor
eligible to make an election if no election had been made.

             (c)  Direct Transfer. Effective January 1, 1993, a Member (or
                  ---------------
eligible Beneficiary) may elect to have the Member's Plan Benefit paid by a
direct transfer to a plan qualified under section 401(a) of the Code which
accepts direct transfer contributions, an individual retirement account
described in section 408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code (other than an endowment contract), or
an annuity plan described in section 403(a) of the Code. The Member (or
Beneficiary) may elect to have his or her Plan Benefit paid in the form of a
direct transfer at any time after the Administrative Committee provides the
Member with notice of the direct transfer option as required by section 402(f)
of the Code (the "Section 402(f) Notice").

                                      47
<PAGE>

         11.6 Time of Payment. A Member's Plan Benefit will be paid in full or
              ---------------
will begin to be paid on the Member's Required Beginning Date. However, subject
to the rules stated in paragraphs (a), (b), and (c) below, a Member may elect to
receive his or her Plan Benefit earlier, on or as soon as reasonably practicable
after the Member ceases to be an Employee.

         The following rules will govern benefit payments from the Plan.

               (a) Mandatory Cashout of Benefits Less than $3,500. Except as
                   ----------------------------------------------
provided in Section 0, a Member's Plan Benefit will be paid in a lump sum cash
payment as soon as reasonably practicable after the Member ceases to be an
Employee if the value of his or her Plan Benefit does not exceed $3,500.
Alternatively, effective January 1, 1993, a Member may elect to have his or her
Plan Benefit paid by a direct transfer to a plan qualified under section 401(a)
of the Code which accepts direct transfer contributions, an individual
retirement account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code (other than an
endowment contract), or an annuity plan described in section 403(a) of the Code.
The Member may elect to have his or her Plan Benefit paid in the form of a
direct transfer at any time after the Administrative Committee provides the
Member with notice of the direct transfer option as required by section 402(f)
of the Code (the "Section 402(f) Notice").

               (b) Insufficient Cash in the Stock Fund. If the Administrative
                   -----------------------------------
Committee determines that the cash available in the Stock Fund is insufficient
for the payment of a Member's Plan Benefit, the payment will be delayed until
the Administrative Committee determines that sufficient cash is available.
Except as provided in Section 0 (regarding Code section 401(a)(9) compliance)
and in Section 0 (regarding limitations on the time of distribution), no benefit
payment delayed under the Plan will be made later than:
                                            -----

                   (i)   1 year after the last day of the Plan Year in which the
         Member ceases to be an Employee by reason of reaching Normal Retirement
         Age, Total and Permanent Disability or death;

                   (ii)  5 years after the last day of the Plan Year in which
         the Member ceases to be an Employee for any other reason; or

                   (iii) The Member's Required Beginning Date.

         If a payment with respect to an Account invested in the Stock Fund has
been delayed to the Member's Required Beginning Date and the Administrative
Committee determines that the cash in the Stock Fund is insufficient to make
such payment, LSAI Stock will be paid to the Member or Beneficiary unless the
Company redeems sufficient shares of LSAI Stock at Fair Market Value to make
such payment in cash.

               (c) Section 401(a)(9) Compliance. All benefit payments under the
                   ----------------------------
Plan will be made in accordance with the minimum distribution and incidental
benefit requirements of section 401(a)(9) of the Code, which require generally
that certain minimum amounts be paid to the

                                      48
<PAGE>

Member each calendar year, beginning with the calendar year in which the
Member's Required Beginning Date occurs, in order to assure that certain minimum
amounts be paid to the Member and that only "incidental" benefits be provided to
the Member's Beneficiaries. Furthermore, any payment option required by section
401(a)(9) of the Code will override and supersede any inconsistent payment
provision provided for in the Plan.

         11.7 Death Benefit. If a Member dies before the payment of his or her
              -------------
Plan Benefit has begun, then the Member's Beneficiary will be entitled to
receive the Member's Plan Benefit as soon as reasonably practicable after the
Beneficiary files a claim with the Administrative Committee on the prescribed
form. If the Beneficiary fails to file the prescribed claim form, the Member's
Plan Benefit will be paid in full to the Beneficiary no later than the last day
of the calendar year which is 5 years after the Member's death. If the Member
dies after installment payments have begun under Section 0, the remainder of the
Member's Plan Benefit will be paid to the Member's Beneficiary in a single lump
sum as soon as reasonably practicable after the Member's death.

         11.8 Limitation on Time of Payment. Unless a Member elects otherwise,
              -----------------------------
payment of his or her Plan Benefit will occur or begin not later than 60 days
after the latest of the following:
          ------

              (a) The last day of the Plan Year in which the Member reaches
Normal Retirement Age;

              (b) The last day of the Plan Year in which the Member ceases to be
an Employee;

              (c) The earliest date on which the Administrative Committee can
reasonably ascertain the amount of the Member's Plan Benefit; or

              (d) The earliest date on which the Administrative Committee can
reasonably locate the Member (or his or her Beneficiary).

In no event, however, will the payment of a Member's Plan Benefit begin later
than the Member's Required Beginning Date.

         11.9 Undeliverable Checks. In the event that a Benefit cannot be
              --------------------
delivered, the Account of the Member (or Beneficiary, as applicable) shall be
recredited with the amount of the Benefit which cannot be delivered, but such
Account shall be allocated to the money market fund referenced in Appendix C, or
in such fund referenced in Appendix C as the Administrative Committee, in its
sole discretion, determines is most similar to a money market fund with respect
to its risk characteristics.

                                      49
<PAGE>

SECTION 12   ALLOCATION LIMITATIONS.
----------   ----------------------

         12.1 Limitation on Annual Additions. The Annual Additions allocated to
              ------------------------------
a Member for any Plan Year will not exceed the lesser of the following:
                                               ------

              (a) $30,000 (or, if greater, 1/4 of the dollar limitation for
defined benefit plans in effect under section 415(b)(1)(A) of the Code) as
adjusted to take into account changes in the cost of living;

              (b) 25% of the Member's Total Compensation for such Plan Year.

         If a Member's Annual Additions would exceed the above limitation, then
such Annual Additions will be reduced by reducing the components of such
additions, as necessary, in the order in which they are listed in Section 0.

         The Plan Year will be the "limitation year" (as defined under section
415 of the Code) unless the Board of Directors designates another 12 consecutive
month period as the limitation year under a written resolution adopted by the
Board of Directors.

         12.2 Combined Limitation on Benefits and Contributions. If a Member
              -------------------------------------------------
also participates in one or more qualified defined benefit plans (as defined in
section 414(j) of the Code) maintained by the Company or any Affiliated Company,
the Member's benefits under any of the qualified defined benefit plans will be
reduced to the extent necessary to ensure that the sum of the "Defined Benefit
Fraction" (as defined in section 415(e)(2) of the Code) for the Plan Year plus
the "Defined Contribution Fraction" (as defined in section 415(e)(3) of the
Code) for the Plan Year does not exceed 1.0.

         12.3 Disposition of Excess Annual Additions.  Any Annual Additions
              --------------------------------------
under this Plan that cannot be allocated to a Member because of the limitation
in Section 0 will be processed as follows:

              (a) Any Profit Sharing Contribution and Forfeitures attributable
to Profit Sharing Accounts that cannot be allocated to the Member will be
deducted from the amount of the Profit Sharing Contribution which otherwise
would be made under Section 0, but such reduction will not affect the amounts
allocable under Section 0 to Members whose Profit Sharing Contribution component
of Annual Additions is not reduced.

              (b) Any Matching Contribution and Forfeitures attributable to
Matching Accounts that cannot be allocated to the Member will be deducted from
the amount of the Matching Contribution which otherwise would be made under
Section 0, but such reduction will not affect the amounts allocable under
Section 0 to Members whose Matching Contribution component of Annual Additions
is not reduced.

              (c) Any Nonelective Contribution that cannot be allocated to
the Member will be deducted from the amount of any Nonelective Contribution
which otherwise would be made

                                      50
<PAGE>

under Section 0, but such reduction will not affect the amounts allocable under
Section 0 to Members whose Nonelective Contribution portion of Annual Additions
is not reduced.

              (d) Any Post-Tax Contributions made by the Member (increased by
any income or reduced by any losses allocable to such Contributions) will be
returned to the Member in cash.

              (e) Any Pre-Tax Contributions will be credited to a suspense
account on behalf of the Member. All amounts credited to such account will be
treated as Pre-Tax Contributions for successive Plan Years and will be allocated
annually to the Member under Section 0 (to the extent such allocation is not
prohibited by Section 0) until exhausted. No gains or losses will be credited to
the suspense account and no additional Pre-Tax Contributions, or any Matching
Contribution, Nonelective Contribution or Profit Sharing Contribution will be
made by or on behalf of the Member so long as any amount remains in the suspense
account.

                                      51
<PAGE>

SECTION 13   FUNDING POLICY AND METHOD.
----------   -------------------------

         13.1 Contributions. The Administrative Committee will make arrangements
              -------------
for the collection of Member Contributions as provided in Section 0. The Company
will make Matching Contributions, Nonelective Contributions and Profit Sharing
Contributions to the Plan as provided in Sections 0 and 0.

         13.2 Trust Fund. All monies, securities or other property received as
              ----------
contributions under the Plan will be delivered to the Trustee under the Trust
Fund, to be managed, invested, reinvested and distributed in accordance with the
Plan, the Trust Agreement, and any agreement with an insurance company or other
financial institution constituting a part of the Plan and Trust Agreement.

         13.3 Expenses of the Plan. The expenses of administering the Plan will
              --------------------
include but not be limited to:

              (a) The fees and expenses of any employee and of the Trustee for
the performance of their duties under the Trust Agreement;

              (b) The expenses incurred by the members of the Administrative
Committee and of the Investment Committee in the performance of their duties
under the Plan (including reasonable compensation for any legal counsel,
certified public accountants and actuaries and any outside agents and cost of
services provided for the Plan); and

              (c) All other proper charges and disbursements of the Trustee or
the members of the Administrative Committee and of the Investment Committee
(including settlements of claims or legal actions approved by counsel to the
Plan).

         The expenses of administering the Plan may be paid out of the Trust
Fund if the Participating Companies do not pay such expenses directly in such
proportions as determined by the Administrative Committee. An election by the
Participating Companies to pay all or a part of the above expenses directly will
not bind such companies as to their rights to elect, with respect to the same or
other expenses, at any other time to have such expenses paid from the Trust Fund
or to have the Trustee reimburse the Participating Companies for expenditures
already made. In estimating costs under the Plan, administrative costs may be
anticipated.

         13.4 Cash Requirements. From time to time the Administrative Committee
              -----------------
will estimate the Plan Benefits, withdrawals and administrative expenses to be
paid out of the Trust Fund during the period for which the estimate is made and
will also estimate the contributions to be made to the Plan during that period.
The Administrative Committee will inform the Trustee and each Investment Manager
of the estimated cash needs of, and contributions to, the Plan during the
periods for which the estimates are made. The estimates will be made on an
annual, quarterly, monthly or other basis, as the Administrative Committee may
determine.

         13.5 Independent Accountant. The Administrative Committee will engage
              ----------------------
an

                                      52
<PAGE>

independent qualified public accountant to conduct such examinations and to
express such opinions as may be required by section 103(a)(3) of the Act. The
Administrative Committee may remove and discharge the person so engaged, in
which event it will engage a successor independent qualified public accountant
to perform such examinations and to express such opinions.

         13.6 Loans from Parties-In-Interest. The Investment Committee, in its
              ------------------------------
sole discretion, may borrow money or receive credit from a party-in-interest
(within the meaning of Section 3(14) of ERISA), providing such loan or extension
of credit satisfies the applicable conditions of Department of Labor Prohibited
Transactions Class Exemption No. 80-26, or such successor exemption which may
from time to time be applicable, and otherwise satisfies the prohibited
transactions provisions of ERISA and the Code. The proceeds of such a loan shall
be allocated to such investment fund or funds as the Investment Committee deems
appropriate. In connection with such a loan or extension of credit, the
Investment Committee or its designee may execute such promissory notes or loan
or other documents as it deems appropriate.

                                      53
<PAGE>

SECTION 14   BENEFICIARIES.
----------   -------------

         If no Beneficiary designation is in effect under Section 0 at the time
of a Member's death, or if no designated Beneficiary survives the Member, the
payment of the Member's Plan Benefit, if any, will be made to the following
persons in the order listed:

                  (a) To the Member's Surviving Spouse, if any;

                  (b) If the Member has no Surviving Spouse, then to his or her
living children;

                  (c) If the Member has no living children, then to his or her
living parents;

                  (d) If the Member has no living parents, then to his or her
living brothers and sisters; or

                  (e) If the Member has no living brothers and sisters, then to
his or her estate.

The Administrative Committee will, in its sole and absolute discretion,
determine the right of such persons to receive the Member's Plan Benefit, if
any. If the Administrative Committee is in doubt as to the right of any person
to receive such benefit, the Administrative Committee may direct the Trustee to
retain such benefit, without liability for any interest, until the rights to
such benefit are determined, or, alternatively, may direct the Trustee to pay
such benefit into any court of appropriate jurisdiction and such payment will be
a complete discharge of the liability of the Plan and the Trust Fund.

                                      54
<PAGE>

SECTION 15   ADMINISTRATION AND OPERATION OF THE PLAN.
----------   ----------------------------------------

         15.1 Plan Administrator. The Administrative Committee is the "Plan
              ------------------
Administrator" of the Plan (as such term is defined in the Act) and the "Named
Fiduciary" as defined in section 402(a) of the Act with respect to the operation
and administration of the Plan. The Administrative Committee will make such
rules and regulations and take any other actions to administer the Plan as it
may deem appropriate. The Administrative Committee may adopt periods in which
advance notice required under the Plan must be given and will communicate such
periods to Employees. The Administrative Committee will have sole discretion to
interpret the terms of the Plan and to determine eligibility for benefits under
the objective criteria described in the Plan. The Administrative Committee's
rules, interpretations, computations and actions will be conclusive and binding
on all persons.

         In administering the Plan, the Administrative Committee (a) will act in
a nondiscriminatory manner to the extent required by section 401(a) and related
sections of the Code, and (b) will at all times discharge its duties in
accordance with the standards described in section 404(a)(1) of the Act.

         15.2 Control and Management of Plan Assets. The Investment Committee is
              -------------------------------------
the "Named Fiduciary" as defined in section 402(a) of the Act with respect to
the management and control of the assets of the Plan, but only to the extent
that it will have the authority to:

                  (a) Appoint 1 or more trustees to hold the assets of the Plan
in trust and to enter into a trust agreement with each trustee it appoints;

                  (b) Appoint 1 or more Investment Managers for any assets of
the Plan and to enter into an investment management agreement with each
Investment Manager it appoints;

                  (c) Direct the investment of any Plan assets not assigned to
an Investment Manager or to the Trustee; and

                  (d) Perform such other functions as are specifically assigned
to the Investment Committee under the Plan.

         15.3 Trustees and Investment Managers. Each trustee appointed under
              --------------------------------
Section 0 will have the exclusive authority and discretion to manage and control
the Plan assets held in trust by it, except to the extent that:

                  (a) The Investment Committee directs how those assets will be
invested;

                  (b) The Investment Committee allocates the authority to manage
those assets to one or more Investment Managers; or

                  (c) The Plan prescribes how those assets will be invested.

                                      55
<PAGE>

         Each Investment Manager appointed under Section 13.2 will have the
exclusive authority to manage, including the power to acquire and dispose of,
the Plan assets assigned to it by the Investment Committee, except to the extent
that the Plan prescribes how those assets will be invested. The Trustee and each
Investment Manager will be solely responsible for diversifying the investment,
in accordance with section 404(a)(1)(C) of the Act, of the Plan assets assigned
to them by the Investment Committee, except to the extent that the Investment
Committee directs or the Plan prescribes how those assets will be invested.

         15.4 Committee Membership. Both the Administrative Committee and the
              --------------------
Investment Committee will consist of at least 3 members. Each member will be
appointed by, will remain in office at the will of, and may be removed, with or
without cause, by, the Board of Directors. Any member of either Committee may
resign at any time. The Board of Directors will designate the chairman of each
Committee.

         To the maximum extent permitted by law, no member of either Committee
will be personally liable by reason of any contract or other instrument executed
by him or her or on his or her behalf in his or her capacity as a member of such
Committee nor for any mistake of judgment made in good faith. The Company will
indemnify and hold harmless, directly from its own assets (including the
proceeds of any insurance policy the premiums of which are paid from the
Company's own assets), each member of the Administrative Committee and
Investment Committee and each other officer, employee or director of the Company
to whom any duty or power relating to the administration or interpretation of
the Plan or to the management and control of the assets of the Plan may be
delegated or allocated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the
Plan, unless arising out of such person's own fraud or willful misconduct.

         15.5 Reports to Board of Directors. Each Committee will report to the
              -----------------------------
Board of Directors, or to its designee for this purpose, annually and at such
other times specified by the Board of Directors or such designee, concerning the
matters for which it is responsible under the Plan.

         15.6 Employment of Advisers. The Administrative Committee and the
              ----------------------
Investment Committee may make use of employees of the Company or outside agents
as they require or may deem advisable for purposes of performing their
respective duties under the Plan. Either Committee may rely upon the written
opinion or advice of counsel provided by the Company, fairness opinions provided
by investment bankers and written opinions or advice by actuaries or accountants
engaged by the Administrative Committee. Either Committee may delegate to any
such agent or to any subcommittee or member of the Committee its authority to
perform any act under the Plan, including, without limitation, those matters
involving the exercise of discretion. Any such delegation of discretion will be
subject to revocation at any time at the discretion of the appropriate
Committee.

         15.7 Limitations on Committee Actions. No member of either Committee
              --------------------------------
will be entitled to act on or decide any matter relating solely to himself or
herself or any of his or her rights

                                      56
<PAGE>

or benefits under the Plan. The members of the Administrative Committee and of
the Investment Committee will not receive any special compensation for serving
in their capacities as members of such Committees but will be reimbursed for any
reasonable expenses incurred in performing their Committee duties. Except as
otherwise required by the Act, no bond or other security will be required of
either Committee or any Committee member in any jurisdiction. Any person may
serve on both Committees, and any member of either Committee, any subcommittee
or agent to whom either Committee delegates any authority, and any other person
or group of persons, may serve in more than one fiduciary capacity (including
service both as a trustee and an administrator) with respect to the Plan.

         15.8 Committee Meetings. Each Committee will establish its own
              ------------------
procedures and the time and place for its meetings, and provide for the keeping
of minutes of all meetings. A majority of the members of a Committee will
constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of a Committee may be taken upon the affirmative vote of a
majority of the members of the Committee at a meeting or, at the direction of
its Chairman, without a meeting by "mail," telegraph or telephone, provided that
all of the members of the Committee are informed by mail, telegraph or telephone
of their right to vote on the proposal and of the outcome of the vote. "Mail"
will include any written or electronic interoffice communication.

                                      57
<PAGE>

SECTION 16   CLAIMS AND REVIEW PROCEDURES.
----------   ----------------------------

         16.1 Applications for Benefits. Any application for a Plan Benefit must
              -------------------------
be submitted to the Administrative Committee at the Company's principal office.
Such application must be in writing on the prescribed form and must be signed by
the applicant.

         16.2 Denial of Applications. In the event that any application for a
              ----------------------
Plan Benefit is denied in whole or in part, the Administrative Committee will
notify the applicant in writing of the right to a review of the denial. The
written notice will state, in a manner reasonably calculated to be understood by
the applicant:

              (a) The specific reasons for the denial;

              (b) The specific references to the Plan provisions on which the
denial was based;

              (c) A description of any information or material necessary to
perfect the application;

              (d) An explanation of why such material is necessary; and

              (e) An explanation of the Plan's review procedure.

The written notice will be given to the applicant within 90 days after the
Administrative Committee receives the application, unless special circumstances
require an extension of time for processing the application. In no event will
the extension exceed a period of 90 days from the end of the initial 90-day
period. If an extension is required, written notice of the need for the
extension will be given to the applicant before the end of the initial 90-day
period. The notice will indicate the special circumstances requiring an
extension of time and the date by which the Administrative Committee expects to
give a decision. If written notice is not given to the applicant within the
initial 90-day period, then the application will be deemed to have been denied
(for purposes of Section 0) upon the expiration of such period.

         16.3 Requests for Review. Any person whose application for a Plan
              -------------------
Benefit is denied in whole or in part (or such person's duly authorized
representative) may appeal the denial by submitting to the Administrative
Committee a request for a review of such application within 60 days after
receiving written notice of the denial. The Administrative Committee will give
the applicant or such representative an opportunity to review pertinent
documents (except legally privileged materials) in preparing such request for
review and to submit issues and comments in writing. The request for review must
be in writing and must be addressed to the Company's principal office. The
request for review must state all of the grounds on which it is based, all facts
in support of the request and any other matters which the applicant deems
pertinent. The Administrative Committee may require the applicant to submit such
additional facts, documents or other material as it may deem necessary or
appropriate in making its review.

                                      58
<PAGE>

         16.4 Decisions on Review. The Administrative Committee will act upon
              -------------------
each request for review within 60 days after it receives the request, unless
special circumstances require an extension of time for processing, but in no
event will the decision on review be given more than 120 days after the
Administrative Committee receives the request for review. If an extension is
required, written notice of the need for the extension will be given to the
applicant before the end of the initial 60-day period. The Administrative
Committee will give prompt, written notice of its decision to the applicant. If
the Administrative Committee confirms the denial of the application for benefits
in whole or in part, the notice will state, in a manner calculated to be
understood by the applicant, the specific reasons for the denial and specific
references to the Plan provisions on which the decision is based. To the extent
that the Administrative Committee overrules the denial of the application for a
Plan Benefit, such benefit will be paid to the applicant.

         16.5 Exhaustion of Administrative Remedies.  No legal or equitable
              -------------------------------------
action for a Plan Benefit will be brought unless and until the claimant has:

              (a) Submitted a written application for a Plan Benefit in
accordance with Section 0;

              (b) Been notified that the application is denied;

              (c) Filed a written request for a review of the application in
accordance with Section 0; and

              (d) Been notified in writing that the Administrative Committee
has affirmed the denial of the application.

A Member may bring an action without completing the above steps after the
Administrative Committee has failed to act on the claim within the time
prescribed in Section 0 and Section 0.

                                      59
<PAGE>

SECTION 17   TERMINATION OF EMPLOYER PARTICIPATION.
----------

         17.1 Termination by Participating Company. Any Participating Company
              ------------------------------------
may terminate its participation in the Plan by giving the Board of Directors
prior written notice specifying a termination date which will be the last day of
a month at least 60 days after the date such notice is received by the Board of
Directors. If the specified termination date is not at least 60 days after the
date the notice of termination is received by the Board of Directors, the
specified termination date will automatically be changed to the last day of the
first month which is at least 60 days after the date the notice is received. The
Board of Directors may waive such 60 day notice requirement and terminate the
Participating Company's participation in the Plan as of any earlier date. The
Board of Directors may also terminate any Participating Company's participation
in the Plan, as of any termination date specified by the Board of Directors, for
the failure of the Participating Company to make proper contributions, to comply
with any other provision of the Plan, or for any other reason the Board of
Directors deems appropriate. In any event, the Administrative Committee will
promptly notify the IRS and other appropriate governmental authorities under
Sections 0 and 0 of the Plan.

         17.2 Effect of Termination. Upon termination of the Plan as to any
              ---------------------
Participating Company, the interest in the Accounts of any Members who were or
are currently employed by such Participating Company will become fully vested
and nonforfeitable and no amount will subsequently be payable under the Plan to
or with respect to such Members except as provided in this Section 0. Subject to
any conditions which the IRS or any other governmental authority may impose, the
Administrative Committee will direct the Trustee to segregate that portion of
the Trust Fund attributable to the Members' Accounts of that Participating
Company. To the maximum extent permitted by the Code and the Act, any rights of
Members or former Members of that Participating Company and their Beneficiaries
and other eligible survivors will be unaffected by a termination of the Plan as
to such Participating Company.

         17.3 IRS Termination Procedure. If the Plan is terminated with respect
              -------------------------
to a Participating Company, the Administrative Committee or the appropriate
Company office must submit the Plan to the IRS for a determination that the
termination of the Plan with respect to the Participating Company will not
adversely affect the qualified status of the Plan and the Trust Fund under
sections 401(a) and 501(a) of the Code. No distributions of assets will be made
in connection with the termination of the Plan until the IRS has issued a
determination as to the effect of such termination. The Participating Company
may, by written notice delivered to the Administrative Committee and the
Trustee, waive its right to apply for such a determination. Any such waiver
request must be approved by the Board of Directors.

         17.4 Termination of the Plan. If the Plan is terminated with respect to
              -----------------------
all Participating Companies, the provisions of this Section 17 will be applied
to each of the Participating Companies individually or collectively as
determined by the Administrative Committee in its sole and absolute discretion.

                                      60
<PAGE>

SECTION 18   AMENDMENT, MERGER OR TERMINATION OF THE PLAN AND TRUST.
----------   ------------------------------------------------------

         18.1 Right to Amend. The Board of Directors have the right at any time,
              --------------
to modify, alter or amend this Plan, in whole or in part, prospectively or
retroactively. No amendment will reduce any Member's Plan Benefit, calculated as
of the date on which the amendment is adopted, except to the extent as may be
appropriate or necessary to enable the Plan and Trust Fund to continue to
satisfy the requirements of section 401(a) and section 501(a) of the Code or
other applicable law. Any such amendment will be evidenced by an instrument in
writing duly executed, acknowledged and delivered to the Administrative
Committee and the Trustee. If the Plan is amended by the Board of Directors
after it is adopted by an Affiliated Company, unless otherwise expressly
provided, it will be treated as so amended by the Affiliated Company without the
necessity of any action on the part of the Affiliated Company.

         18.2 Plan Merger or Consolidation. The Board of Directors reserves the
              ----------------------------
right to merge or consolidate this Plan with any other plan or to direct the
Trustee to transfer the assets held in the Trust Fund and/or the liabilities of
this Plan to any other plan or to accept a transfer of assets and liabilities
from any other plan. In the event of the merger or consolidation of this Plan
and the Trust Fund with any other plan, or a transfer of assets or liabilities
to or from the Trust Fund to or from any other such plan, then each Member will
be entitled to a benefit immediately after the merger, consolidation or transfer
(determined as if the Plan was then terminated) that is equal to or greater than
the benefit he or she would have been entitled to receive immediately before
such merger, consolidation or transfer (if this Plan had then terminated).

         18.3 Termination of the Plan. The Board of Directors hopes and expects
              -----------------------
to continue the Plan indefinitely. Nevertheless, to the full extent permitted by
law, the Board of Directors reserves the right to terminate the Plan or to
completely discontinue contributions under the Plan. As required by law, before
the termination or discontinuance of contributions, the Board of Directors, or
its designee, will notify the Administrative Committee, the Trustee, or any
other fiduciary of its intent to terminate the Plan or to discontinue
contributions under the Plan. Upon such termination or discontinuance of
contributions, the interest of each Member in his or her Accounts will become
fully vested and nonforfeitable.

         18.4 Partial Termination of the Plan. Upon a curtailment of the Plan or
              -------------------------------
a discontinuance of the Plan with respect to a group or class of Members that
constitutes a "Partial Termination" under section 411(d)(3) of the Code, the
interest of each Member in his or her Accounts will become fully vested and
nonforfeitable. If a Partial Termination occurs, the Accounts of the Members
affected by the Partial Termination will be segregated by the Trustee and used
to pay benefits under the Plan to such Members in accordance with Section 0 as
though the Plan had been completely terminated. Alternatively, the
Administrative Committee may postpone benefit payments to those Members until
their subsequent termination of Service with the Company in accordance with
other provisions of the Plan.

         18.5 Manner of Distribution. Upon termination of the Plan, the
              ----------------------
Administrative Committee may, in its sole and absolute discretion, direct the
Trustee to convert the Trust Fund into

                                      61
<PAGE>

cash and liquidate it by making benefit payments to Members in accordance with
the modes of payment provided for in Section 0. Alternatively, with the consent
of the Board of Directors, or its designee, the Administrative Committee may
direct the Trustee to hold the Members' Plan Benefit in the Trust Fund until
such Members or their Beneficiaries become eligible to receive benefit payments
under the terms and provisions of this Plan.

         18.6 Restrictions on Liquidation of Trust Upon Termination.  In no
              -----------------------------------------------------
event, however, will a Member's Nonelective Account and Pre-Tax Account be
distributed before the first to occur of the following events:
                       -----

              (a) The Member's retirement;

              (b) The Member's death;

              (c) The Member's disability (as determined by the
Administrative Committee);

              (d) The Member's termination of employment;

              (e) The Member's attainment of age 59-1/2;

              (f) The termination of the Plan, provided that neither the Company
nor an Affiliated Company maintains a successor plan;

              (g) The disposition, to a corporation that is not an Affiliated
Company, of substantially all of the assets (within the meaning of section
409(d)(2) of the Code) used by the Company in the trade or business in which the
Member is employed, provided that the Member continues employment with the
transferee corporation and the Company continues to maintain the Plan; or

              (h) The disposition, to a corporation that is not an Affiliated
Company, of the Company's interest in a subsidiary in which the Member is
employed, provided that the Member continues employment with the subsidiary and
the Company continues to maintain the Plan.

         A distribution may be made under (f), (g), or (h) above only if it
constitutes a total distribution of the entire balance of the Member's Accounts.

                                      62
<PAGE>

SECTION 19  INALIENABILITY OF BENEFITS.
----------  --------------------------

         19.1 No Assignment Permitted. Except as may otherwise be required by
              -----------------------
law, no amount payable at any time under the Plan and the Trust Agreement will
be used or diverted for purposes other than for the exclusive benefit of Members
and their Beneficiaries. No amount payable at any time under the Plan and the
Trust Agreement will be subject in any manner to alienation by anticipation,
sale, transfer, assignment, bankruptcy, pledge, attachment, charge or
encumbrance of any kind nor in any manner be subject to the debts or liabilities
of any Member, Beneficiary or Alternate Payee. Any attempt to so alienate or
subject any such amount will be void. If any Member, Beneficiary or Alternate
Payee attempts to, or alienates, sells, transfers, assigns, pledges, attaches or
otherwise encumbers any amount payable under the Plan and Trust Agreement, or
any portion of such amount, or if by reason of his or her bankruptcy or any
other event, such amount would be made subject to his or her debts or
liabilities, or would otherwise not be enjoyed by him or her, then the
Administrative Committee, if it so elects, may direct that such amount be
withheld and that such amount or any portion of such amount be paid or applied
to or for the benefit of such person, his or her spouse, children or other
dependents or any of them, in such manner and proportion as the Administrative
Committee may deem proper.

         The following arrangements are not prohibited under the Plan:

              (a) Arrangements for the withholding of tax from benefit
distributions;

              (b) Arrangements for the recovery of benefit overpayments; or

              (c) Arrangements for direct deposit of benefit payments to an
account in a bank, savings and loan association or credit union (provided that
such arrangement is not part of an arrangement constituting an assignment or
alienation).

         In addition, the return of Company Contributions under Section 0 and
the creation, assignment or recognition of a right to all or a portion of a
Member's Plan Benefit under a Qualified Domestic Relations Order under Section 0
will not violate this Section 0.

         19.2 Return of Contributions. All Pre-Tax Contributions, Nonelective
              -----------------------
Contributions, Matching Contributions and Profit Sharing Contributions are
expressly conditioned upon the deductibility of such contributions under section
404 of the Code. If the deduction of any Pre-Tax Contributions, Nonelective
Contribution, Matching Contribution or Profit Sharing Contribution is
disallowed, then the amount for which a deduction is disallowed will be returned
to the appropriate Participating Company within 12 months after the date of the
disallowance. In addition, if any Pre-Tax Contributions, Nonelective
Contribution, Matching Contribution or Profit Sharing Contribution is made as a
result of a mistake of fact, such contribution may be repaid to the appropriate
Participating Company within 12 months after it is made. Any Pre-Tax
Contributions, Nonelective Contribution, Matching Contribution or Profit Sharing
Contribution so returned will be reduced to reflect losses but will not be
increased to reflect gains or income. Any Pre-Tax Contributions so returned will
be paid to the Member from whom it was withheld.

                                      63
<PAGE>

         19.3 Qualified Domestic Relations Orders.  The Administrative Committee
              -----------------------------------
will honor the terms of a Qualified Domestic Relations Order that satisfies the
following requirements.

              (a) Requirements. In accordance with section 414(p) of the
                  ------------
Code, a Domestic Relations Order will not be treated as a Qualified Domestic
Relations Order unless it satisfies all of the following conditions:
                                    ---

                  (i)   The Domestic Relations Order clearly specifies the name
         and last known mailing address (if any) of the Member and the name and
         last known mailing address of each Alternate Payee covered by the
         order, the amount or percentage of the Member's Plan Benefit to be paid
         to each Alternate Payee or the manner in which such amount or
         percentage is to be determined, and the number of payments or period to
         which such order applies.

                  (ii)  The Domestic Relations Order specifically indicates that
         it applies to this Plan.

                  (iii) The Domestic Relations Order does not require this Plan
         to provide any type or form of benefit, or any option, not otherwise
         provided under the Plan, and it does not require the Plan to provide
         increased benefits.

                  (iv)  The Domestic Relations Order does not require the
         payment of all or a portion of a Member's Plan Benefit to an Alternate
         Payee which is required to be paid to another Alternate Payee under
         another order previously determined to qualify as a Qualified Domestic
         Relations Order.

              (b) Early Commencement of Payments to Alternate Payees. A
                  --------------------------------------------------
Domestic Relations Order requiring payment to an Alternate Payee before a Member
has separated from employment may qualify as a Qualified Domestic Relations
Order as long as the order does not require payment before the Member's
"Earliest Retirement Age," which is the earliest date on which the Member could
elect to receive a Plan Benefit. If the order requires payments to begin after a
Member's Earliest Retirement Age before the Member's actual retirement, the
amount of the payments must be determined as if the Member had begun receiving
benefit payments on the date on which the payments are to begin under the order,
but taking into account only the value of the Member's Accounts at that time.
The Plan Benefit payable to an Alternate Payee will not be recalculated upon the
Member's actual retirement.

              (c) Alternate Payment Forms. The Domestic Relations Order may
                  -----------------------
call for the payment of the Member's Plan Benefit to an Alternate Payee in any
form in which benefits may be paid under the Plan to the Member, other than in
the form of a qualified joint and survivor annuity, as defined in section 417(b)
of the Code, with respect to the Alternate Payee and his or her subsequent
spouse.

              (d) Processing of Qualified Domestic Relations Orders. The
                  -------------------------------------------------
Administrative Committee will promptly notify the Member, and any Alternate
Payee (including any Alternate

                                      64
<PAGE>

Payee who may be entitled to benefits under a previously received Qualified
Domestic Relations Order) of the receipt of any Domestic Relations Order which
could qualify as a Qualified Domestic Relations Order. At the same time, the
Administrative Committee will advise the Member and each Alternate Payee of the
Plan provisions relating to the determination of the qualified status of such
orders.

         Within a reasonable period of time after receipt of a copy of the
Domestic Relations Order, the Administrative Committee will determine whether
the order is a Qualified Domestic Relations Order and notify the Member and each
Alternate Payee of its determination. The determination of the status of a
Domestic Relations Order as a Qualified Domestic Relations Order will be made in
accordance with such uniform and nondiscriminatory rules and procedures as may
be adopted by the Administrative Committee from time to time. If monthly
benefits are presently being paid with respect to a Member named in a Domestic
Relations Order which may qualify as a Qualified Domestic Relations Order, or if
the Member's Plan Benefit becomes payable after receipt of the order, the
Administrative Committee will notify the Trustee to segregate and hold the
amounts which would be payable to the Alternate Payee or payees designated in
the order if the order is ultimately determined to be a Qualified Domestic
Relations Order.

         If the Administrative Committee determines that the Domestic Relations
Order is a Qualified Domestic Relations Order within 18 months of receipt of the
order, the Administrative Committee will instruct the Trustee to pay the
segregated amounts (plus any earnings on such amounts) to the Alternate Payee
specified in the Qualified Domestic Relations Order. Conversely, if within the
same 18 month period the Administrative Committee determines that the Domestic
Relations Order is not a Qualified Domestic Relations Order, or if the status of
the order as a Qualified Domestic Relations Order is not resolved, the
Administrative Committee will instruct the Trustee to pay the segregated amounts
(plus any earnings on such amounts) to the person or persons who would have been
entitled to such amounts if the order had not been entered. If the
Administrative Committee determines that a Domestic Relations Order is a
Qualified Domestic Relations Order after the close of the 18 month period
mentioned above, the determination will be applied prospectively only. The
determination of the Administrative Committee as to the status of a Domestic
Relations Order as a Qualified Domestic Relations Order will be binding and
conclusive on all interested parties, present and future, subject to the claims
review provisions of Section 0.

              (e) Responsibility of Alternate Payees. Any person claiming to be
                  ----------------------------------
an Alternate Payee under a Qualified Domestic Relations Order will be
responsible for supplying the Administrative Committee with a certified or
otherwise authenticated copy of the order and any other information or evidence
that the Administrative Committee deems necessary in order to substantiate the
person's claim or the status of the order as a Qualified Domestic Relations
Order.

                                      65
<PAGE>

SECTION 20  TOP-HEAVY PROVISIONS.
----------  --------------------

         20.1 Determination of Top-Heavy Status. If the Plan becomes "Top
              ---------------------------------
Heavy," the provisions of this Section 0 will become operative. The Plan will be
Top Heavy for a Plan Year if, on the last day of the prior Plan Year (the
"Determination Date"), the cumulative balances credited to the Accounts of all
Members who are "Key Employees" under the Plan exceed 60% of the cumulative
balances credited to the Accounts of all Members under the Plan. The Plan will
be "Super Top Heavy" if, on the Determination Date, the cumulative balances
credited to the Accounts of all Members who are "Key Employees" under the Plan
exceed 90% of the cumulative balances credited to the Accounts of all Members.

         A "Key Employee" means a key employee as defined in section 416 of the
Code.

         If the Administrative Committee, in its sole and absolute discretion,
but under the provisions of section 416 of the Code, determines that the Plan is
a constituent in an "Aggregation Group", this Plan will be considered Top Heavy
or Super Top Heavy only if the Aggregation Group is a "Top Heavy Group" or a
"Super Top Heavy Group."

         An "Aggregation Group" includes:

              (a) Each plan intended to qualify under section 401(a) of the Code
sponsored by the Company or an Affiliated Company in which 1 or more Key
Employees participate;

              (b) Each other plan of the Company or an Affiliated Company that
is considered in conjunction with such plans in determining whether or not the
discrimination and coverage requirements of section 401(a)(4) and section 410 of
the Code are satisfied; and

              (c) In the discretion of the Administrative Committee, any other
such plan of the Company or an Affiliated Company, which, when considered in
conjunction with the plans referred to above, satisfies the nondiscrimination
and coverage requirements of section 401(a)(4) and section 410 of the Code.

         A "Top Heavy Group" is an Aggregation Group in which the sum
(determined as of the Determination Date) of the aggregate of the amounts
credited to the accounts of Key Employees under all "defined contribution plans"
(as defined in section 414(i) of the Code) included in such group plus the
present value of the cumulative accrued benefits for Key Employees under all
"defined benefit plans" (as defined in section 414(j) of the Code) included in
such group, exceed 60% of the total of such amounts for all employees and
beneficiaries covered by such plans. A "Super Top Heavy Group" is an Aggregation
Group for which the sum so determined for Key Employees exceeds 90% of the sum
so determined for all employees and beneficiaries. Such determination will be
made by the Administrative Committee in accordance with section 416 of the Code.

         20.2 Minimum Allocations. For any Plan Year during which the Plan is a
              -------------------
Top-Heavy Plan, the Matching Contributions, Nonelective Contributions, Profit
Sharing Contributions (other

                                      66
<PAGE>

than the portion of the Profit Sharing Contributions and Forfeitures which could
have been received in cash in accordance with Section 6.2) and Forfeitures
allocated under this Plan and employer contributions and forfeitures allocated
under any other defined contribution plan of the Aggregation Group, on behalf of
any Member who is (a) employed on the last regularly scheduled working day of
the Plan Year, and (b) who is not a Key Employee will not be less than a
percentage of the Member's Total Compensation, equal to the lesser of:
                                                            ------

              (a) 3%; or

              (b) The percentage equal to the largest percentage that any Key
Employee for that Plan Year receives of Pre-Tax Contributions, Matching
Contributions, Nonelective Contributions, Profit Sharing Contributions and
Forfeitures allocated on behalf of that Key Employee's Total Compensation for
that Plan Year, as limited by Section 0 below.

         The minimum allocation will be determined without regard to any
contributions made or benefits available under the federal Social Security Act.

         20.3 Minimum Vesting. If a Member (other than a Member who did not
              ---------------
complete any Period of Service after the Plan became a Top-Heavy Plan) ceases to
be an Employee while the Plan is a Top-Heavy Plan and after such Member has
completed 3 or more Years of Service, such Member's Vested Interest in his or
her Matching Account and Profit Sharing Regular Account will be 100% and will no
longer be subject to forfeiture for an act of Misconduct under 0. If a Member
ceases to be an Employee while the Plan is a Top-Heavy Plan and before the
Member has completed 3 Years of Service, the Member's Vested Interest in his or
her Matching Account and Profit Sharing Regular Account will be determined in
accordance with Section 0.

         20.4 Effect of Change in Top-Heavy Status on Vesting. If the Plan at
              -----------------------------------------------
any time is a Top-Heavy Plan and later ceases to be a Top-Heavy Plan, each
Member who is credited with 3 or more Years of Service as of the last day of the
last Plan Year in which the Plan is a Top-Heavy Plan will continue to have a
100% Vested Interest in his or her Matching Account and Profit Sharing Regular
Account. Each Member who is credited with fewer than 3 Years of Service as of
the last day of the last Plan Year in which the Plan is a Top-Heavy Plan will
have his or her Vested Interest in his or her Matching Account and Profit
Sharing Regular Account determined under Section 0 (unless and until the Plan
again becomes a Top-Heavy Plan).

         20.5 Impact on Maximum Benefits. For any Plan Year in which the Plan is
              --------------------------
a Top-Heavy Plan, the number "1.00" will be substituted for the number "1.25"
wherever it appears in section 415(e)(2) and section 415(e)(3) of the Code. Such
substitution will not have the effect of reducing any benefit accrued under a
defined benefit plan maintained by a Participating Company before the first day
of the Plan Year in which this provision becomes applicable.

                                      67
<PAGE>

SECTION 21  GENERAL LIMITATIONS AND PROVISIONS.
----------  ----------------------------------

         21.1 No Employment Rights. Nothing in the Plan will be deemed to give
              --------------------
any employee the right to be retained in the employment of the Company or an
Affiliated Company or affect the right of the Company or an Affiliated Company
to terminate a person's employment with or without cause.

         21.2 Payments from the Trust Fund. The Trust Fund will be the sole
              ----------------------------
source of benefits under the Plan and, except as otherwise required by the Act,
the Company, the Administrative Committee and the Investment Committee assume no
liability or responsibility for payment of such benefits. Each Member,
Beneficiary or other person who will claim the right to any payment under the
Plan will be entitled to look only to the Trust Fund for such payment and will
not have the right, claim or demand for such amount against the Company, the
Administrative Committee or the Investment Committee or any member of the
Committees, or any employee or member of the board of directors of the Company.

         21.3 Payments to Minors or Incompetents. If the Administrative
              ----------------------------------
Committee finds that any person to whom any amount is payable under the Plan is
unable to care for his or her affairs because of illness or accident, or is a
minor, or has died, then any payment due him or her or his or her estate (unless
a prior claim therefore has been made by a duly appointed legal representative)
may, if the Administrative Committee so elects, be paid to his or her spouse, a
child, a relative, an institution maintaining or having custody of such person,
or any other person deemed by the Administrative Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment will be a complete discharge of the liability of the Plan and the Trust
Fund.

         21.4 Lost Members or Other Persons. If the Administrative Committee is
              -----------------------------
unable to locate a Member, Beneficiary or other person who is entitled to
receive a benefit under the Plan, the Administrative Committee may (but need
not) direct that such benefit be applied to reduce the Company Matching
Contribution and/or Profit Sharing Contribution to the Plan. If the person later
makes a claim for his or her benefit before the date final distributions are
made from the Trust Fund following the termination of the Plan, the Company that
employed the Member with respect to whom the benefit is payable, will reinstate
such benefit (without income, gains or other adjustment) by making a special
contribution to the Plan as soon as reasonably practicable after such claim is
made. However, if the benefit would have been lost by reason of escheat under
applicable state law, then the benefit will not be subject to reinstatement. If
the Plan is terminated and final distributions are made from the Trust Fund
before the applicable escheat period has expired, the Administrative Committee
may transfer the affected person's benefits to an individual retirement account
established for such person.

         21.5 Personal Data to the Administrative Committee. Each Member must
              ---------------------------------------------
file with the Administrative Committee such pertinent information concerning
himself or herself, his or her Beneficiary or any other person as the
Administrative Committee may specify, and no member, Beneficiary or other person
will have any rights to any benefit under the Plan unless such information is
filed by or with respect to him or her. The Administrative Committee is entitled
to

                                      68
<PAGE>

rely on personal data given to it by a Member.

         21.6 Insurance Contracts. If the payment of any benefit under the Plan
              -------------------
is provided for by a contract with an insurance company the payment of such
benefit will be subject to all the provisions of such contract.

         21.7 Notice to the Administrative Committee. All elections,
              --------------------------------------
designations, requests, notices, instructions and other communications from a
Participating Company, a Member, Beneficiary, or other person to the
Administrative Committee, required or permitted under the Plan, will be:

              (a) In such form as is prescribed from time to time by the
Administrative Committee;

              (b) Mailed by first-class mail or delivered to such location as
will be specified by the Administrative Committee, or provide by electronic
means, including telephone, as permitted by the Administrative Committee; and

              (c) Deemed to have been given and delivered only upon actual
receipt by the Administrative Committee or its designee at the location.

         21.8 Notices to Members and Beneficiaries. All notices, statements,
              ------------------------------------
reports and other communications from a Participating Company or the
Administrative Committee or Investment Committee to any employee, Member,
Beneficiary or other person (other than the Administrative Committee) required
or permitted under the Plan will be deemed to have been duly given when
delivered to, or when mailed by first-class mail, postage prepaid and addressed
to, the employee, Member, Beneficiary or other person at his or her address last
appearing on the records of the Administrative Committee.

         21.9 Word Usage. Whenever used in the Plan, the masculine gender
              ----------
includes the feminine, and wherever the context of the Plan dictates, the plural
will be read as the singular and the singular as the plural. Uses of the term
"Sections" as a cross-reference will be to other Sections contained in the Plan
and not to another instrument, document or publication unless specifically
stated otherwise.

         21.10 Headings. The titles and headings of Sections are included for
               --------
convenience of reference only and are not to be considered in construing the
provisions of the Plan.

         21.11 Governing Law.  The Plan and all rights  under the Plan will be
               --------------
interpreted and construed in accordance with California law except to the extent
such law is preempted by the Act and the Code.

         21.12 Heirs and Successors. All of the provisions of the Plan will be
               --------------------
binding upon all persons who will be entitled to any benefits under the Plan,
their heirs and legal representatives.

                                      69
<PAGE>

         21.13 Withholding. Payment of benefits under this Plan will be subject
               -----------
to applicable law governing the withholding of taxes from benefit payments, and
the Trustee and Administrative Committee will be authorized to withhold taxes
from the payment of any benefits under the Plan, in accordance with applicable
law.

         IN WITNESS WHEREOF, LEVI STRAUSS ASSOCIATES INC. has caused this Plan
to be executed and its corporate seal to be hereunto affixed by its duly
authorized officers, as of this 21st day of November, 1995.

                                   LEVI STRAUSS ASSOCIATES INC.



                                   By:               /s/
                                      ----------------------------------
                                               Donna Goya
                                      Its:     Sr. Vice President

                                      70
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                          ---------------------------
                          LEVI STRAUSS ASSOCIATES INC.
                          ----------------------------

             (As Amended and Restated Effective November 27, 1989)

                                  APPENDIX A
                                  ----------

                             PRIOR PLAN PROVISIONS
                             ---------------------

     This Appendix A states the provisions of the Plan in effect on or after the
Effective Date (November 27, 1989) which were amended before September 1, 1994.
The provisions of the Plan in effect as of September 1, 1994 are presented in
the main text of this amended and restated Plan.

1.   Effective before November 21, 1990, Section 2.1 of the Plan, then
     designated as Section 18.1, read as follows:

               18.1 "Accounts" means, to the extent applicable to
                     --------
          a Member, one or more of the following accounts:
          Matching Account, Post-Tax Account, Pre-Tax Account,
          Profit Sharing Account and Rollover Account.

2.   Effective before November 21, 1990, Section 2.6 of the Plan, then
     designated as Section 15.4, read as follows:


               15.4 Annual Additions. For purposes of this
                    ----------------
          Section 15, a Member's "Annual Additions" for a Plan
          Year will equal the sum of the following:

                    (a) The amount of employer contributions and
          forfeitures allocated to the Member as of any date
          within such Plan Year under any qualified defined
          contribution plan maintained by the Affiliated Group,
          including Profit Sharing Contributions, Matching
          Contributions and Forfeitures under this Plan;

                    (b) The aggregate employee contributions
          which the Member contributes during such Plan Year to
          all qualified retirement plans maintained by the
          Affiliated Group, including Post-Tax Contributions to
          this Plan; and

                    (c) The amount of contributions made on
          behalf of the Member for such Plan Year to any
          qualified defined contribution plan maintained by the
          Affiliated Group under a salary deferral election by
          the Member under a qualified cash or deferred
          arrangement, including Pre-Tax Contributions to this
          Plan.

3.   Effective August 13, 1990, the following clause was added to the end of the
     fourth sentence
<PAGE>

     of Section 2.8 of the Plan, then designated as Section 10.9:

          "or the Administrative Committee is satisfied the spouse cannot be
          located."

4.   Before November 26, 1990, an account executive's Compensation under Section
     2.14 of the Plan could not exceed the maximum for the Home Office Salary
     Grade 6 salary range in effect at the end of such a Plan Year.

5.   Effective before August 13, 1990, the last paragraph of 2.17 of the Plan,
     then designated as Section 18.46, read as follows:

               18.46 "Temporary Employee" means a person who:
                      -------------------

                      (a) Is hired to fill, for a period not to exceed six
          calendar months, a position which arises from either an emergency
          situation or from the temporary absence of an Eligible Employee;

                      (b) Is subject, as a condition of such employment, to
          termination without prior notice at any time; and

                      (c) Does not complete a 365-day Period of Service.

6.   Effective before November 21, 1990, Section 2.17 of the Plan, then
     designated as Section 18.10, read as follows:

               18.10 "Eligible Employee" means an Employee of a Participating
                      -----------------
          Company who is paid from the home office of the Company. The Board of
          Directors, in designating a Participating Company, may specify that
          only certain named Employees or only certain classifications of
          Employees of such Participating Company will be "Eligible Employees,"
          in which event all other Employees of such Participating Company will
          not be "Eligible Employees." In addition, the term "Eligible Employee"
          will not include an Employee who is:

                    (a) Included in a unit of employees covered by a collective-
          bargaining agreement that does not provide that such Employee will be
          eligible to participate in the Plan;

                    (b) A stocktaker, service representative, retiree
          coordinator or Temporary Employee;

                    (c) A nonresident alien who receives no remuneration from a
          Participating Company that constitutes income from sources within the
          United States (within the meaning of section 861(a)(3) of the code);

                    (d) Any alien who (i) receives remuneration from the
<PAGE>

          Company which constitutes income from sources within the
          United States (within the meaning of Section 861(a)(3) of
          the Code) and (ii) has been transferred by the Company from
          a job outside the United States to a job within the United
          States, during any period in respect of which the alien is
          benefiting (by reason of accruing a benefit or making or
          having contributions made on such alien's behalf) under (A)
          a retirement plan established or maintained outside of the
          United States by a foreign subsidiary (including a domestic
          subsidiary operating abroad) or foreign division of the
          Company or (B) the Levi Strauss International Retirement
          Plan for Third Country National Employees or any successor
          or similar plan maintained by the Company or any member of
          the Affiliated Group;

                    (e) A United States citizen locally hired by a
          foreign subsidiary (including a domestic subsidiary
          operating broad) or foreign division of a Participating
          Company;

                    (f) Not paid on a salary or commission basis;

                    (g) Covered by an individual employment contract
          that expressly provides that he or she will not be eligible
          for membership in the Plan; or

                    (h) A "leased employee" (as defined in section
          414(n) of the Code) who is providing services to a member of
          the Affiliated Group.

          The Board of Directors on a nondiscriminatory basis may
          designate as an Eligible Employee any person described in
          (c), (d), (e) or (f) above. Such designation must be made in
          writing after receiving the advice of counsel.

               A person's status as an Eligible Employee will be
          determined by the Administrative Committee and such
          determination will be conclusive and binding on all persons.

7.   Effective on and after November 26, 1990, Section 2.17 of the Plan, then
     designated as Section 18.10, was amended to exclude Highly Compensated
     Employees as Eligible Employees for purposes of making Member Contributions
     and for receiving an allocation of Matching Contributions, Nonelective
     Contributions, Profit Sharing Contributions and Forfeitures under the Plan.

8.   Effective before November 21, 1990, Section 2.34 of the Plan, then
     designated as Section 18.23, read as follows:

               18.23 "Matching Contributions" means the contribution
                      ----------------------
          made by the Participating Companies under Section 4.

9.   Effective before November 26, 1990, Section 2.35 of the Plan, then
     designated as Section
<PAGE>

     18.24, read as follows:

               18.24 "Member" means a person who participates in the Plan under
                      ------
          Section 2.

10.  Effective before July 1, 1991, Section 2.37 of the Plan, then designated as
     Section 18.12, read as follows:

               18.12 "Entry Date" means December 1 and June 1 of each Plan Year.
                      ----------

11.  Section 2.40 and Section 2.41 of the Plan, then designated as Section 18.28
     and Section 18.29, were added to the Plan, effective on and after November
     21, 1990.

12.  Section 3.5 of the Plan, then designated as Section 2.5, was added to the
     Plan effective on and after November 26, 1990.

13.  Effective before November 21, 1990, Section 5 of the Plan, then designated
     as Section 4, read as follows:

          SECTION 4.   MATCHING CONTRIBUTIONS.
          ---------    ----------------------

               4.1 Amount and Form. The Participating Companies will
                   ---------------
          make a Matching Contribution to the Plan for each Plan Year
          in an amount equal to 50% of each Member's Member
          Contributions for such Plan Year which are transferred to
          Fund C under Section 6.2. The Board of Directors may
          determine that no Matching Contribution will be made for a
          particular Plan Year or portion of a Plan Year, or may
          determine that a lesser Matching Contribution will be made,
          in view of Company performance and economic and financial
          conditions prevailing and anticipated at the time. The Board
          of Directors also may determine in its sole discretion that
          a greater Matching Contribution will be made for a
          particular Plan Year or portion of a Plan Year. No Matching
          Contribution will be made for a Member unless he or she (a)
          is an Employee on the date as of which a Matching
          Contribution is allocated or (b) ceased to be an Employee
          during the Plan Year after attaining age 55 and completing
          15 years of Service, after attaining age 65 or by reason of
          death and his or her Account has not been distributed under
          Section 10. Matching Contributions may be made in the form
          of cash or in the form of shares of Stock, or a combination
          of both.

               4.2 Deposit With Trustee; Crediting Accounts. Matching
                   ----------------------------------------
          Contributions for any Plan Year will be paid to the Trustee
          at the time when Member Contributions are transferred to
          Fund C under Section 6.2 and will be allocated among Members
          in proportion to their Member Contributions which are
          transferred to Fund C. A Member's share of the Matching
          Contributions will be allocated and credited to the Member's
          Matching
<PAGE>

          Account as of the earlier of the date the Matching
          Contributions are made to the Plan or the end of the Plan
          Year during which the Member made the Member Contributions
          with respect to which such Matching Contributions are made.
          Forfeitures arising under Section 10.4 with respect to any
          Member's Matching Account during a Plan Year will be
          allocated among other Members as additional Matching
          Contributions for such Plan Year and credited to such
          Members' Matching Accounts.

               4.3 Curtailment or Distribution of Excess Aggregate
                   -----------------------------------------------
          Contributions. If any Matching Contributions otherwise
          -------------
          allocable to a Member would constitute "excess aggregate
          contributions" (as defined in section 401(m)(6)(B) of the
          Code) with respect to a Plan Year, then such matching
          contributions will be treated in accordance with paragraph
          (a) or (b):

                    (a) Such Matching Contributions will not be made
               to the Plan, if the Matching Contributions have not
               been made to the Plan as of the date on which such
               Matching Contributions are determined to constitute
               excess aggregate contributions, or

                    (b) Such Matching Contributions (and any earnings
               on such Matching Contributions) will be distributed to
               the Member no later than 2-1/2 months after the end of
               the Plan Year, if such Matching Contributions have been
               made to the Plan before the date as of which the
               Matching Contributions are determined to constitute
               excess aggregate contributions.

14.  Effective before January 1, 1993, Section 4.7 of the Plan read as follows:

               4.7 Rollover Contributions. An Employee may make a
                   ----------------------
          Rollover Contribution to the Plan in an amount equal to all
          or part of a previous distribution from a plan that, at the
          time of the distribution, met the requirements of section
          401(a) of the Code. The Rollover Contribution must be made
          in cash within 60 days after its receipt by the Employee
          either from the qualified plan or an individual retirement
          account which meets the requirements of section 408 of the
          Code. A Rollover Contribution shall be permitted only if the
          Employee establishes that:

                    (a) The Rollover Contribution includes no assets
          other than those attributable to employer contributions,
          earnings on employer contributions and earnings on employee
          contributions under plans qualified under section 401(a) of
          the Code;

                    (b) Such Contribution includes no assets other
          than those attributable to a qualified total distribution,
          as defined in section 402(a)(S)(E)(i) of the Code; and
<PAGE>

                    (c) If the amount was received by the Employee from an
          individual retirement account, the distribution from such account
          represented a total distribution thereof.

       The Rollover Contribution shall be paid to the Trustee as soon
       as practicable, credited to the Employee's Rollover Account and
       invested as described in Section 7. If it is determined that a
       Member' 5 Rollover Contribution mistakenly failed to qualify
       under the Code as a tax-free rollover, then the balance in the
       Member' 5 Rollover Account attributable to the mistaken
       contribution immediately shall be segregated from all other
       Plan assets, treated as a nonqualified trust established by and
       for the benefit of the Member, and distributed to the Member.
       Such a mistaken contribution shall be deemed never to have been
       a part of the Plan.

15.  Effective before November 26, 1990, the following sentence appeared at the
     end of Section 6.2 of the Plan, then designated as Section 5.2:

       Forfeitures arising under Section 10.5 with respect to any
       Member's Profit Sharing Account during a Plan Year will be
       allocated among other Members who are Employees on the last
       working day of such Plan Year as additional Profit Sharing
       Contributions for such Plan Year and, subject to Section 5.2,
       will be credited to such Members' Profit Sharing Accounts.

16.  Fund E was added to the Plan, as an investment option under Section 7.1,
     effective March 1, 1991.

17.  Effective before November 21, 1990, Section 7.2 of the Plan, then
     designated as Section 6.2, read as follows:

               6.2 Investment of Contributions. A Member's share of
                   ---------------------------
          any Profit Sharing Contribution and Forfeitures attributable
          to Profit Sharing Accounts will be deposited in Fund A, Fund
          B, Fund D and/or Fund H in 25% increments of such
          Contribution and Forfeitures as directed by the Member in
          accordance with procedures established by the Administrative
          Committee. A Member's investment directions for Profit
          Sharing Contributions and Forfeitures will remain in effect
          until changed by the Member. If the Member fails to file any
          investment directions, his or her share of any Profit
          Sharing Contribution and Forfeitures attributable to Profit
          Sharing Accounts will be deposited in Fund D. All Matching
          Contributions will be deposited in Fund C. All Member
          Contributions initially will be deposited in the Segregated
          Account. Twice each Plan Year, the Investment Committee will
          obtain an independent appraisal of the Fair Market Value of
          Stock. The Investment Committee will notify the Trustee of
          such Fair Market Value promptly after completion of the
          appraisal. If the Trustee determines that the Fair Market
          Value exceeds
<PAGE>

          adequate consideration for Stock within the meaning of section 3(18)
          of ERISA, all Member Contributions that are invested in the Segregated
          Account and any earnings on such contributions will be transferred
          from the Segregated Account to Fund D, and no Matching Contribution
          will be made with respect to such Member Contributions. If the Trustee
          determines that the Fair Market Value does not exceed adequate
          consideration for stock, the Administrative Committee will notify
          Members of such Fair Market Value and the Company's stockholders of
          the Trustee's intention to purchase Stock. Each Member who has Member
          Contributions invested in the Segregated Account will have the
          opportunity to elect to have such Member Contributions and any
          earnings on such contributions transferred from the Segregated Account
          to Fund A, Fund B, Fund C, Fund D and/or Fund H in 25% increments of
          such Member Contributions and earnings. If a Member files such an
          election on the prescribed form by the date determined by the
          Administrative Committee, the Member's Member Contributions that are
          invested in the Segregated Account and any earnings on such
          contributions will be transferred to the Fund(s) elected by the
          Member. If a Member fails to file such an election on the prescribed
          form by the date determined by the Administrative Committee, the
          Member's Member Contributions that are invested in the Segregated
          Account and any earnings on such contributions automatically will be
          transferred to Fund C. At the time when Member Contributions and
          earnings are transferred to Fund C, the Participating Companies will
          make a Matching Contribution under Section 4.1 unless the Board of
          Directors determines that no Matching contribution will be made. The
          Trustee will seek to acquire Stock for Fund C at a price no greater
          than Fair Market Value to the extent any cash Matching Contributions
          deposited in Fund C and Member Contributions transferred to Fund C
          exceed the cash requirements of Fund C as determined by the
          Administrative Committee. The Trustee may acquire Stock from a party-
          in-interest or a disqualified person for no more than adequate
          consideration (as defined in section 3(18) of ERISA) in accordance
          with the requirements of section 408(e) of ERISA.

               If any Member's Member Contributions in excess of the cash
          requirements of Fund C have not been invested in Stock when the Fair
          Market Value of Stock is next determined because insufficient Stock
          was available to the Trustee, the Member may elect to have such Member
          Contributions and any earnings on such contributions transferred to
          Fund A, Fund B, Fund D and/or Fund H in 25% increments in accordance
          with procedures established by the Administrative Committee. In the
          absence of such an election, the Member Contributions and earnings
          will remain in Fund C for investment in Stock at the new Fair Market
          Value to the extent Stock is available. Any Matching Contributions and
          earnings on such contributions that have not been invested in Stock
          will remain in Fund C, whether or not the Member elects to transfer
          the excess Member Contributions to another Fund.
<PAGE>

               Any Member who requests a distribution of his or her
          Plan Benefit under Section 10 before a date on which
          Matching Contributions are made to the Plan will be deemed
          to have elected not to invest in Fund C such Member's Member
          Contributions and earnings on such contributions which were
          held in the Segregated Account immediately before such
          request.

18.  Before May 31, 1991, Member investment directions had to be in increments
     of 25% of the Member's Accounts.

19.  Effective on and after October 29, 1990, Section 7.2 of the Plan, then
     designated as Section 6.2, was amended to give the Investment Committee the
     discretion to effect a "Suspension."

20.  Before July 1, 1991, the phrase "as of the last day of each quarter during
     a Plan Year" in Section 7.3 of the Plan, then designated as Section 6.2,
     was replaced by the phrase "as of the last day of each Quarter."

21.  Section 7.4 of the Plan, then designated as Section 6.4, was added to the
     Plan effective on and after January 1, 1991.

22.  Effective before February 28, 1991 clause (i) of Section 7.7 of the Plan,
     then designated as section 17.5, read as follows:

                              (i) any offer to purchase stock by the Company if
                  it is for purposes of making cash distributions under the
                  Plan.

23.  Section 7.7(c) of the Plan, then designated as Section 17.5(b), was added
     to the Plan, effective on and after February 28, 1991.

24.  Effective with respect to Hardship Withdrawals made before August 13, 1990,
     the final paragraph of Section 9.3 of the Plan, then designated as Section
     8.3, was not applicable.

25.  The last clause of Section 9.3(a)(vii) became effective for hardship
     withdrawals made after May 3, 1993.

26.  Effective before the issuance of final regulations under section 401(k) of
     the Code, the Plan provided for hardship withdrawals from Members'
     Nonelective Accounts.

27.  Effective with respect to withdrawals made before November 21, 1990,
     Section 9.4 of the Plan, then designated as Section 8.4, read as follows:

               8.4 Withdrawals From Fund C. The portion of a Member's Accounts
                   -----------------------
          invested in Fund C may be withdrawn under Section 8.1 or 8.3 at the
          time when Member Contributions and Matching Contributions are invested
          in Fund C, but only to the extent the Administrative Committee
          determines that there is sufficient cash available in Fund C to permit
          the withdrawal.
<PAGE>

28.  Effective with respect to withdrawals made before November 21, 1990,
     Section 9.5 of the Plan, then designated as Section 8.5, read as follows:

               8.5 Payment of Withdrawals. A Member may request a
                   ----------------------
          withdrawal by filing the prescribed form with the
          Administrative Committee. A withdrawal will be paid in cash
          soon as reasonably practicable after the Administrative
          Committee receives the prescribed form and determines that
          the withdrawal request meets the requirements of Section
          8.1, 8.2 or 8.3, as applicable.

29.  Effective with respect to withdrawals made before June 25, 1990, Section
     9.7 of the Plan, then designated as Section 8.7, read as follows:

               A Member's Accounts will be liquidated to the extent
          necessary to fund a withdrawal under Section 8.3 in the
          following order of priority: Post-Tax Account, Rollover
          Account, Pre-Tax Account, Profit Sharing Account and
          Matching Account. Within a Member's Profit Sharing Account,
          the portion attributable to amounts which the Member could
          have elected to receive in cash under Section 5.2 will be
          liquidated only after the balance of the Member's Vested
          Interest in his or her Profit Sharing Account has been
          liquidated. Within any Account, amounts invested in each
          Fund will be liquidated in the following order of priority:
          Fund D, Fund B, Fund H and Fund A. If the Investment
          Committee determines that it is not feasible for the Trustee
          to prudently liquidate the necessary amount invested in any
          Fund in accordance with Members' withdrawal requests, the
          Investment Committee will so advise the Administrative
          Committee which will direct that such steps be taken as it
          considers necessary or desirable for the protection of
          Members' Accounts, including the reordering of liquidation
          priorities or a pro rata reduction in the amount of each
          Member's withdrawal.

30.  Effective with respect to withdrawals made after June 25, 1990, but before
     November 21, 1990, Section 9.7 of the Plan, then designated as Section 8.7,
     read as follows:

               8.7 Source of Withdrawals. A Member's Accounts will be
                   ---------------------
          liquidated to the extent necessary to fund a withdrawal
          under Section 8.3 in the following order of priority: Post
          Tax-Account (excluding any portion of such Account held in
          Fund C or the Segregated Account within Fund D), Rollover
          Account, Pre-Tax Account (excluding any portion of such
          Account held in Fund C or the Segregated Account within Fund
          D), the portion of the Member's Profit Sharing Account
          attributable to amounts which the Member could have elected
          to receive in cash under Section 5.2, the portion of the
          Member's Post-Tax Account held in the Segregated Account
          within Fund D, the portion of the Member's Pre-Tax Account
          held in the Segregated Account within Fund D, the portion of
          the Member's Post-Tax
<PAGE>

          Account held in Fund C, the portion of the Member's Pre-Tax
          Account held in Fund C, the balance of the Member's Profit
          Sharing Account, the Matching Account and the Nonelective
          Account. Except as provided above, within any Account,
          amounts invested in each Fund will be liquidated in the
          following order of priority; Fund D, Fund B, Fund H and Fund
          A.

31.  Effective before April 1, 1990, Section 10.1(a) of the Plan, then
     designated as Section 9.1(a), read as follows:

               (a) Profit Sharing Account. A Member may borrow an
                   ----------------------
          amount from his or her Profit Sharing Account not exceeding
          100% of the Member's Vested Interest in such Account. Such a
          loan will be permitted only if the Administrative Committee
          determines that (i) the proceeds of the loan will be used to
          acquire, construct or rehabilitate the Member's primary
          residence, or to refinance any loan or loans previously made
          to the Member by a third party for any of the foregoing
          purposes; or (ii) such loan is required by the Member for
          reasons set forth in Section 8.3(g).

32.  Effective before March 1, 1991, Section 10.1(b) of the Plan, then
     designated as Section 9.1(b), read as follows:

               (b) After-Tax, Pre-Tax, Matching and Rollover Accounts.
                   --------------------------------------------------
          Effective on and after a date determined by the
          Administrative Committee and announced to Members, a Member
          may borrow an amount from his or her Post-Tax Account,
          Rollover Account, Matching Account and/or Pre-Tax Account
          not exceeding 100% of the balance credited to such Accounts.
          A loan from the Member's Pre-Tax Account will be permitted
          only if the Administrative Committee determines that the
          Member is Totally and Permanently Disabled or that the
          proceeds will be used for a purpose described in Section
          8.3(a) through (f).

33.  Effective before April 1, 1990 Section 10.1(d) of the Plan, then designated
     as Section 9.1(c), read as follows:

               (c) Additional Limitations. No loan will be permitted
                   ----------------------
          from the portion of any Account invested in Fund C. No loan
          will be granted to the extent it would cause the aggregate
          balance of all loans a Member has outstanding under the Plan
          to exceed the least of (i) $50,000, less the amount by which
          such aggregate balance has been reduced by repayments of
          principal during the one-year period ending on the day
          before the new loan is made; (ii) 50% of the Member's Vested
          Interest in all of the Member's Accounts; or (iii) the
          amount that can be repaid with level monthly payments,
          including interest, equal to 15% of the Member's monthly
          base Compensation. The amount of any loan will be a multiple
          of $100 and will not be less than $1,000. In addition, only
          2 loans to a Member may be outstanding at any time, and a
          Member may apply for a loan no more than
<PAGE>

          twice in any Plan Year.

34.  Effective before April 1, 1990 Section 10.2 of the Plan, then designated as
     Section 9.2, read as follows:

               9.2 Terms of Loans. All loans will be on such terms and
                   --------------
          conditions as the Administrative Committee may determine,
          provided that all loans will:

                    (a) Be made under a promissory note secured by (i)
               the residence that the Member acquires, in the case of
               a loan from the Member's Profit Sharing Account, and
               (ii) the Account(s) that funded the loan;

                    (b) Be subject to a substantially level payment
               schedule, as determined by the Administrative
               Committee, with payments to be made at least quarterly
               and whenever possible to be made through semi-monthly
               payroll deductions;

                    (c) Bear interest at a fixed rate determined by
               the Administrative Committee based upon the prime
               interest rate in effect at a commercial bank as of the
               first day of December, March, June or September
               immediately preceding the date on which the loan is
               approved, plus 1%; and

                    (d) Provide for repayment in full, whether from
               the Member's Accounts or otherwise, on or before the
               earlier of (i) 5 years after the date the loan is made
               (15 years after the date the loan is made if the loan
               is used to acquire the Member's principal residence) or
               (ii) the date the Member's Plan Benefit is distributed
               under Section 10.

35.  Effective for the Period beginning April 1, 1990, and ending November 20,
     1990, Section 10.2 of the Plan, then designated as Section 9.2, read as
     follows:

               9.2 Terms of Loans.  All loans will be on such terms and
                   --------------
          conditions as the Administrative Committee may determine,
          provided that all loans will:

                   (a) Be made under a promissory note secured by

                       (i) the residence of the Member, in the case of
          a loan under Section 9.1(a)(i) or, to the extent agreed upon
          by the Member and the Administrative Committee, in the case
          of the loan under 9.1(a)(ii) for reasons set forth in
          8.1(b); and

                       (ii) the Account(s) that funded the loan to the
          extent that such Account(s) funds the loan; provided,
          however that:
<PAGE>

                           (A) in the case of a loan made on or after
               April 1, 1990, under 9.1(a)(i), or a loan made under
               9.1(a)(ii) and secured by the Member's residence, the
               Plan's security interest in the Member's Profit Sharing
               Account will not extend to the portion of such Account
               attributable to amounts which the Member could have
               elected to receive in cash under Section 5.2 ("Elective
               Profit Sharing Contributions"); and

                           (B) in the case of any other loan made
               under Section 9.1(a)(ii), the promissory note with
               respect to such loan will be secured by portions of the
               Account other than Elective Profit Sharing
               Contributions only to the extent that the amount of
               such loan exceeds the amount of Elective Profit Sharing
               Contributions available to secure such promissory note;

                   (b) Be subject to a substantially level payment
          schedule, as determined by the Administrative Committee,
          with payments to be made at least quarterly and whenever
          possible to be made through semi-monthly payroll deductions;
          provided, however, that in the event that payments are not
          made for a period of up to 90 days due to the Member's
          temporary absence from active work, such payments may be
          made (i) in a single sum after the Member returns to active
          work, (ii) ratably over the remaining period of the loan,
          (iii) in a single sum together with the final payment
          provided for under the note, or (iv) in another manner
          mutually agreed upon by the Member and the Administrative
          Committee;

                   (c) Bear interest at a fixed rate determined by the
          Administrative Committee based upon the prime interest rate
          in effect at a commercial bank as of the first day of
          December, March, June or September immediately preceding the
          date on which the loan is approved, plus 1%; and

                   (d) Provide for repayment in full, whether from the
          Member's Accounts or otherwise, on or before the earlier of
          (i) 5 years after the date the loan is made (15 years after
          the date the loan is made if the loan is used to acquire the
          Member's principal residence) or (ii) the date the Member's
          Plan Benefit is distributed under Section 10.

36.  Effective November 21, 1990, Section 10.2 of the Plan, then designated as
     Section 9.2, was amended to read as set forth in this amended and restated
     Plan.

37.  Effective with respect to loans made before March 1, 1991, Section 10.3 of
     the Plan, then designated as Section 9.3, read as follows:

               9.3 Source of Loans; Application of Loan Payments. As
                   ---------------------------------------------
          of the first day of the month following the date the
          Administrative Committee approves a loan, the amount of the
          loan will be paid to the Member from the
<PAGE>

          vested portion of the Member's Accounts that are being used
          to fund the loan, in the following order of priority: Post-
          Tax Account, Rollover Account, Pre-Tax Account, Profit
          Sharing Account, and the portion attributable to amounts
          which the Member could have elected to receive in cash under
          Section 5.2 will be used to fund a loan only after the
          balance of the Member's Vested Interest in his or her Profit
          Sharing Account has been so used. Amounts invested in Fund
          A, Fund B and Fund H will be liquidated and transferred to
          Fund D for disbursement from Fund D. If less than the entire
          amount of any Account is required to fund the loan, amounts
          invested in the Funds will be liquidated to fund the loan in
          the following order of priority: Fund D, Fund B, Fund H and
          Fund A. If the Investment Committee determines that it is
          not feasible for the Trustee to prudently liquidate the
          necessary amount invested in any Fund in accordance with
          Members' loan requests, the Investment Committee will so
          advise the Administrative Committee which will direct that
          such steps be taken as it considers necessary or desirable
          for the protection of Members' Accounts, including the
          reordering of liquidation priorities or a pro rata reduction
          in the amount of each Member's loan. The promissory note
          executed by the Member will be deposited in the Member's
          Account(s) that funded the loan. Principal and interest
          payments will be credited to the Member's Account(s) that
          funded the loan and invested in Fund D.

38.  Effective with respect to loans made before November 26, 1990, the second
     to last sentence of Section 10.4 of the Plan, then designated as Section
     9.4, read as follows:

          If an involuntary withdrawal from the Member's Profit
          Sharing Account is declared, the Member's Vested Interest in
          such Account will be determined as provided in Section 12.2.

39.  Effective before November 26, 1990, Section 11.1(a) of the Plan, then
     designated as Section 10.1(a), read as follows:

                    (a) A Member's Vested Interest in his or her Pre-
          Tax Account, Post-Tax Account and Rollover Account (if any)
          will be 100% at all times. Except as provided in Section
          10.1(c), a Member's Vested Interest in his or her Matching
          Account will be 100% at all times.

40.  Effective before November 26, 1990, Section 11.1(b) and (c) of the Plan,
     then designated as Section 10.1(b) and (c), read as follows:

                    (b) A Member's Vested Interest in the portion of
          his or her Profit Sharing Account attributable to amounts
          which the Member could have elected to receive in cash under
          Section 5.2 will be 100% at all times. The Member's Vested
          Interest in the remainder of his or her Profit Sharing
          Account will be 100% if the Member attains age 65 as an
          Employee, dies while an Employee or becomes Totally and
          Permanently Disabled while an
<PAGE>

          Employee. Until a Member's Vested Interest in the remainder
          of such Account becomes 100% under the preceding sentence,
          the Member's Vested Interest in the remainder of such
          Account will be determined according to the following
          schedule based on the Member's completed Years of Service:

                      Completed
                   Years of Service                  Vested Interest
                   ----------------                  ---------------

                     Less than 1                            0%
                          1                                20%
                          2                                40%
                          3                                60%
                          4                                80%
                     5 or more                            100%

                    (c) If the Administrative Committee determines
          that any Member who has not reached age 65 and who has
          completed less than 5 Years of Service engaged in any act of
          misconduct while an Employee, the Member will have no Vested
          Interest in his or her Matching Account and the Member's
          Vested Interest in his or her Profit Sharing Account will
          consist solely of the amounts described in the first
          sentence of Section 10.1(b). The balance of such Accounts
          will be forfeited under Section 10.5.

41.  Effective before November 26, 1990, Section 10.2 of the Plan read as
     follows:

               10.2 Vesting After Prior Withdrawals or Distributions.
                    ------------------------------------------------
          Section 10.1(b) will be applied as set forth in the following
          sentence in the case of any Member who received one or more
          prior withdrawals or distributions from his or her Profit
          Sharing Account under Section 8, 9.4 or this Section 10, who
          subsequently remained an Employee or was rehired as an
          Employee and whose Vested Interest in the entire Profit
          Sharing Account is not yet 100%. The Member's Vested
          Interest in such Account will be determined by first
          applying the appropriate percentage under the schedule in
          Section 10.1(b) to the sum of the value of such Account plus
          the aggregate value of the Member's prior withdrawals or
          distributions from such Account, and then subtracting the
          aggregate value of such prior withdrawals or distributions.

42.  Effective before November 26, 1990, Section 10.5 of the Plan read as
     follows:

               10.5 Forfeitures. If a Member ceases to be an Employee
                    -----------
          during a Plan Year and is not rehired as an Employee on or
          before the date the Member incurs a 1-year Service Break,
          then the portion of the Member's Profit Sharing Account in
          excess of the Member's Vested Interest will become a
          Forfeiture as of such date.

<PAGE>

43.  Effective before August 6, 1990, Section 11.5(a) of the Plan, then
     designated as Section 10.7(a), read as follows:

                    (a) Monthly installments over a period not
          exceeding the reasonable life expectancy of the Member (or
          Beneficiary), as determined under the mortality table
          specified in Appendix B to the Revised Home Office Pension
          Plan of Levi Strauss & Co. The amount of each installment
          will be determined by dividing the value of the portion of
          the Plan Benefit remaining in the Trust Fund by the number
          of installments elected less the number of installments
          already paid.

44.  Effective before August 1, 1989, Section 12.2 of the Plan, then designated
     as Section 15.2, read as follows:

               15.2 Combined Limitation on Benefits and Contributions.
                    -------------------------------------------------
          Except as otherwise permitted under ERISA, the Tax Equity an
          Fiscal Responsibility Act of 1982 and the Tax Reform Act of
          1986, the sum of a Member's defined benefit plan fraction
          and his or her defined contribution plan fraction will not
          exceed 1.0 with respect to any Plan Year. For purposes of
          this Section 15.2, the terms "defined benefit plan fraction"
          and "defined contribution plan fraction" will have the
          meaning given to such terms by section 415(e) of the Code
          and the regulations thereunder. If a Member would exceed the
          above limitation, then such Member's benefits under any
          qualified defined benefit plan(s) that may be maintained by
          the Affiliated Group will be reduced as necessary to allow
          his or her Annual Additions to equal the maximum permitted
          by law and the Plan.

45.  Effective before November 21, 1990, Section 12.3 of the Plan, then
     designated as Section 15.3, read as follows:

               15.3 Disposition of Excess Annual Additions.  Any Annual
                    --------------------------------------
          Additions under this Plan that cannot be allocated to a
          Member because of the limitation described in Section 15.1
          will be processed as follows:

                    (a) Profit Sharing Contributions and Forfeitures
          attributable to Profit Sharing Accounts that cannot be
          allocated to the Member will be deducted from the amount of
          Profit Sharing Contributions which otherwise would be made
          under Section 5, but such reduction will not affect the
          amounts allocable under Section 5.3 to Members whose Profit
          Sharing Contribution component of Annual Additions is not
          reduced.

                    (b) Matching Contributions and Forfeitures
          attributable to Matching Accounts that cannot be allocated
          to the Member will be deducted from the amount of Matching
          Contributions which otherwise would be made under Section 4,
          but such reduction will not affect the amounts allocable
          under Section 4.2 to Members whose Matching
<PAGE>

          Contribution component of Annual Additions is not reduced.

                    (c) Post-Tax Contributions made by the Member
          (increased by any income or reduced by any losses allocable
          to such Contributions) will be returned to the Member in
          cash.

                    (d) Pre-Tax Contributions made by the Member will
          be reduced under Section 3.4. Any Pre-Tax Contributions that
          cannot be handled in accordance with Section 3.4 will be
          credited to a suspense account on behalf of the Member. All
          amounts credited to such account will be treated as Pre-Tax
          Contributions for successive Plan Years and will be
          allocated annually to the Member under Section 3 (to the
          extent such allocation is not prohibited by Section 15.1)
          until exhausted. No gains or losses will be credited to such
          account and no additional Pre-Tax Contributions, Matching
          Contributions or Profit Sharing Contributions will be made
          by or on behalf of the Member so long as any amount remains
          in such account.

46.  Effective before November 21, 1990, Section 13.1 of the Plan, then
     designated as 11.1, read as follows:

               11.1 Contributions. The Administrative Committee will
                    -------------
          make arrangements for the collection of Member Contributions
          as provided in Section 3. The Company will cause the
          Participating Companies to make Matching Contributions and
          Profit Sharing Contributions to the Plan as provided in
          Sections 4 and 5.

47. Effective before November 21, 1990, Section 18.3 of the Plan, then
    designated as Section 14.3, read as follows:

               14.3 Effect of Termination. Upon termination of the
                    ---------------------
          Plan, no assets of the Plan will revert to any Participating
          Company or be used for, or diverted to, purposes other than
          the exclusive purpose of providing benefits to Members and
          Beneficiaries and of defraying the reasonable expenses of
          termination. Upon termination of the Plan or upon complete
          discontinuance of contributions, the Vested Interest of each
          Member in his or her Matching Account and entire Profit
          Sharing Account will be 100%. (Each Member's Vested Interest
          in his or her Pre-Tax Account, Post-Tax Account and Rollover
          Account is 100% at all times.)

48.  Effective before November 21, 1990, Section 20.2 of the Plan, then
     designated as paragraph (b) in Appendix A, read as follows:

               (b) Minimum Allocations. For any Plan Year during which
                   -------------------
          the Plan is a Top-Heavy Plan, the Pre-Tax Contributions,
          Matching Contributions, Profit Sharing Contributions and
          Forfeitures allocated under
<PAGE>

          this Plan and employer contributions and forfeitures
          allocated under any other defined contribution plan of the
          Aggregation Group on behalf of any Member who is employed on
          the last regularly scheduled working day of the Plan Year
          and who is not a Key Employee will not be less than a
          percentage of the Member's Total Compensation equal to the
          lesser of (i) 3%; or (ii) the percentage equal to the
          largest percentage that any Key Employee for that Plan Year
          receives of Pre-Tax Contributions, Matching Contributions,
          Profit Sharing Contributions and Forfeitures allocated on
          behalf of that Key Employee's Total Compensation for that
          Plan Year as limited by (e) below. The minimum allocation
          will be determined without regard to any contributions made
          or benefits available under the Federal Social Security Act.

49.  Effective before November 21, 1990, Section 20.2 of the Plan, then
     designated as Section 17.7, read as follows:

               17.7 Return of Contributions. All Pre-Tax Contributions,
                    -----------------------
          Matching Contributions and Profit Sharing Contributions are
          expressly conditioned upon the deductibility of such
          Contributions under section 404 of the Code. If the
          deduction of any such Contribution is disallowed, then the
          amount for which a deduction is disallowed will be returned
          to the appropriate Participating Company within 12 months
          after the date of the disallowance. In addition, if any
          Member Contribution, Matching Contribution or Profit Sharing
          Contribution is made as a result of a mistake of fact, such
          Contribution may be repaid to the appropriate Participating
          Company within 12 months after it is made. Any such
          Contribution returned under this Section 17.7 will be
          reduced to reflect losses but will not be increased to
          reflect gains or income. Any Member Contribution returned
          under this Section 17.7 will be paid to the Member from whom
          it was withheld.

50.  Effective for the period beginning January 1, 1990 and ending July 16,
     1990, Appendix C to the Plan, read as follows:

               As of January 1, 1990, Members will not make Member
          Contributions as Pre-Tax Contributions.

51.  Effective on and after July 17, 1990, Appendix C to the Plan read as
     follows:

               As of January 1, 1990, Members will not make Member
          Contributions as Pre-Tax Contributions; provided, however,
          that after July 16, 1990, such provision will not apply to
          any Member who is not a "Highly Compensated Employee,"
          within the meaning of section 414(q) of the Code.
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                          ---------------------------
                         LEVI STRAUSS ASSOCIATES INC.
                         ----------------------------

                                   APPENDIX B
                                   ----------

                               BLACKOUT PROVISIONS
                               -------------------

         1. In General. Any person or entity authorized to amend the Plan, or
            ----------
any person or entity designated in writing by such person or entity (the
"Blackout Coordinator"), may establish a Blackout Period, as defined below, in
the event that the Blackout Coordinator determines that such a Blackout Period
is necessary or appropriate in the administration of the Plan.

         2. Definitions.
            -----------

             (a) A Blackout Period is a period of time during which Affected
Requests shall not be processed or effected.

             (b) An Affected Request is any of the following requests by a
Member (or Beneficiary) for an action or an event under the Plan, or any of the
following Plan functions or events:

                 (i)    Reinvestment of Accounts pursuant to Section 7 of the
                        Plan;

                 (ii)   Valuation of Accounts and distribution of statements
                        pursuant to Section 8 of the Plan;

                 (iii)  Withdrawals pursuant to Section 9 of the Plan;

                 (iv)   Loans pursuant to Section 10 of the Plan; and

                 (v)    Distribution of Plan Benefits pursuant to Section 11 of
                        the Plan.

         In addition, the Blackout Coordinator, in its declaration of the
Blackout Period or in any supplementary action regarding the Blackout Period,
may designate as Affected Requests any other requests by a Member (or
Beneficiary) or other Plan functions or events which are otherwise allowed or
provided for under the Plan, or may declare that specified requests or Plan
functions or events encompassed by (b)(i)-(v) above shall not constitute
Affected Requests, for all or a designated portion of the Blackout Period.

         3. Duration.  The duration of the Blackout Period shall be determined
            --------
by the Blackout Coordinator, in its sole discretion.
<PAGE>

         4. Effect of Blackout Period. Affected Requests will be held by the
            -------------------------
Administrative Committee until the end of the Blackout Period. At the end of the
Blackout Period, the Administrative Committee shall reconfirm the Member's (or
Beneficiary's) eligibility for or desire with respect to any Affected Request
which had been submitted by such Member (or Beneficiary), but which had not been
processed as a result of the Blackout Period. Other Plan functions or events
which would have occurred if not for the Blackout Period, will be processed
automatically after the expiration of the Blackout Period.
<PAGE>

                           EMPLOYEE INVESTMENT PLAN OF
                           ---------------------------
                          LEVI STRAUSS ASSOCIATES INC.
                          ----------------------------

                                   APPENDIX C
                                   ----------

                                      FUNDS
                                      -----

-    Fidelity Money Market Trust: Retirement Money Market Portfolio

-    Fidelity Investment Grade Bond Fund

-    Fidelity Asset Manager: Income

-    Fidelity Asset Manager

-    Fidelity Asset Manager: Growth

-    Fidelity Magellan Fund

-    Fidelity Contrafund

-    Fidelity Overseas Fund

-    Sponsor Stock Fund

     The Fund designated as the Holding Account referenced in Section 7.1 shall
be the Fidelity Retirement Government Money Market Portfolio.

     The Fund designated as the Fund to receive contributions for which no
proper Member investment direction has been received shall be the Fidelity
Retirement Government Money Market Portfolio.
<PAGE>

                           EMPLOYEE INVESTMENT PLAN OF
                           ---------------------------
                          LEVI STRAUSS ASSOCIATES INC.
                          ----------------------------

                                   APPENDIX D
                                   ----------

                    ADDITIONAL ELIGIBLE WITHDRAWALS AND LOANS
                    -----------------------------------------

         In accordance with Sections 9.3(a)(viii), 9.3(b)(ii)(B) and
10.1(a)(iii), losses relating to natural disasters described herein may form a
basis for withdrawals or loans.

         1. (a) Description of Natural Disaster.
                -------------------------------


                1998 Flood in Kansas






            (b) Limitations.
                -----------

                None.


__________________/s/___________________________
Donna J. Goya, Sr. Vice President
11/19/98
--------
<PAGE>

                           EMPLOYEE INVESTMENT PLAN
                                      OF
                         LEVI STRAUSS ASSOCIATES INC.

                                  AMENDMENTS

         WHEREAS, LEVI STRAUSS ASSOCIATES INC. (the "Company") has adopted the
Employee Investment Plan of Levi Strauss Associates Inc. (the "Plan");

         WHEREAS, pursuant to Section 18.1 of the Plan, the Board of Directors
of the Company is authorized to amend the Plan at any time and for any reason,

         WHEREAS, the Company desires to amend the Plan in order to expand the
provisions relating to withdrawals in the event of financial hardship;

         WHEREAS, by resolutions duly adopted on June 18, 1992, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the Plan and to delegate
to any other officer of the Company the authority to adopt certain amendments to
the Plan;

         WHEREAS, on June 1, 1993, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President, the authority to amend the Plan subject, to specified
limits, and such delegation has not been amended, rescinded or superseded as of
the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

NOW, THEREFORE, effective as of the date set forth below, paragraph (a) of
subsection. 9.3 of the Plan is hereby amended as follows:

         1. The word "or" which follows the semicolon in subparagraph (vii) is
hereby deleted.

         2. The period at the end of subparagraph (viii) is hereby deleted and
replaced with a semicolon and the word "or."

         3. A new subparagraph (ix) is hereby added to read as set forth below:

(ix) The need to pay attorney's fees, fines, penalties, judgments, assessments
     or other costs related to legal proceedings on behalf of the Member or the
     Member's spouse or dependents.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto, on July
6, 1995.

                                       /s/
                                  ---------------------------------------------
                                  Donna J. Goya
                                  Senior Vice President
<PAGE>

                           EMPLOYEE INVESTMENT PLAN
                                      OF
                         LEVI STRAUSS ASSOCIATES INC.

                                  AMENDMENTS

         WHEREAS, LEVI STRAUSS ASSOCIATES INC. (the "Company") has adopted the
Employee Investment Plan of Levi Strauss Associates Inc. (the "Plan");

         WHEREAS, pursuant to Section 18.1 of the Plan, the Board of Directors
of the Company is authorized to amend the Plan at any time and for any reason;

         WHEREAS, the Company and certain of its major stockholders are
considering a transaction intended to ensure the long-term private, family
ownership of the Company (the "Transaction") and which would involve the
elimination of Company stock as an investment under the Plan;

         WHEREAS, by resolutions duly adopted on November 30, 1995, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt amendments to the Plan in order to accommodate
and reflect the possibility of the Transaction and any related transactions; and

         WHEREAS, the amendments herein are within the scope of such delegated
authority of Robert D. Haas;

         NOW, THEREFORE, effective as of the date hereof, the Plan is hereby
amended by the addition of Appendix F, to read as set forth on the attached
exhibit.

         IN WITNESS WHEREOF, the undersigned has set his hand hereunto, on
December 7 1995.

                                       /s/
                                 --------------------------------------------
                                 Robert D. Haas
                                 Chairman of the Board and Chief Executive
                                 Officer
<PAGE>

                                    EXHIBIT

                          EMPLOYEE INVESTMENT PLAN OF
                         LEVI STRAUSS ASSOCIATES INC.

                                  APPENDIX F

                     SUSPENSION OF STOCK FUND INVESTMENTS
                            AND RELATED PROVISIONS

1.  Introduction.

         Effective as of December 7, 1995, the provisions of this Appendix F to
         the Plan are applicable with respect to the transactions and events
         specified below, instead of the provisions of the main text of, or
         other appendices to, the Plan which would otherwise govern such
         transactions and events.

2.  Special Provisions.

         (a)      Stock Fund Transactions,.

                  (i)      All reinvestment of Accounts under Section 7.3,
                           withdrawals under Section 9, loans under Section 10
                           and distributions of Plan Benefits under Section 11
                           shall be suspended effective for requests received on
                           or after December 15, 1995, to the extent that such
                           transactions would have resulted in the distribution
                           or transfer of funds from the Stock Fund.

                  (ii)     (A) Except as provided in (B) below, any duty,
                               responsibility or function assigned to the
                               Investment Committee with respect to matters
                               relating to the Stock Fund after the Effective
                               Date, including but not limited to obtaining an
                               appraisal of the Fair Market Value of LSAI Stock,
                               is hereby assigned to the Chief Executive Officer
                               of the Company (the "CEO"), or to any person or
                               entity designated in writing by the CEO. The CEO,
                               or the individual or entity designated by the
                               CEO, if any, shall be referred to as the
                               "Coordinator."

                           (B) The assignment provided in (A) above does not
                               apply to any responsibility of the Investment
                               Committee in discharging its duties under the
                               Plan in connection with a transaction or event
                               which may result in the sale, conversion or other
                               disposition of the LSAI Stock held by the Plan,
                               including but not limited to acting on behalf of
                               the Plan with respect to the exercise of
                               stockholders' rights associated with mergers (for
                               example, dissenter's rights under relevant state
                               law) and responses to purchase offers as
                               described in Section 7.7(c).
<PAGE>

                  (iii)    Nothing herein is intended to require the Coordinator
                           to obtain a Fair Market Value of LSAI Stock during
                           the suspension of Stock Fund transactions provided in
                           Section F.2(a)(i) above.

                  (iv)     The responsibilities of the Investment Committee
                           under the Plan which are not described in the
                           assignment provided in Section F.2(a)(i) above shall
                           remain in full force and effect.

         (b)      Investments and Investment Directions.

                  (i)      No additional investment of Member Contributions or
                           Company Contributions shall be made to the Stock
                           Fund.

                  (ii)     Effective for pay periods beginning December 25,
                           1995, all Member Contributions held in the Retirement
                           Government Money Market Fund pending potential
                           investment in the Stock Fund shall be transferred to
                           the Retirement Money Market Fund, all current Member
                           Contributions shall be deposited in the fund
                           designated by the Member for the investment of such
                           Member Contributions, and the Retirement Money Market
                           Fund shall be the Fund to receive contributions for
                           which no proper investment direction has been
                           received.

                  (iii)    With respect to any Matching Contribution which is
                           made with respect to Member Contributions made, on or
                           after May 29, 1995:

                           (A)      A transfer of Member Contributions to the
                                    Stock Fund is not required in order for the
                                    Company to make a Matching Contribution.

                           (B)      The first Matching Contribution made after
                                    the date of this Appendix shall be made with
                                    respect to Member Contributions made on or
                                    before December 24, 1995 on behalf of a
                                    Member who was an Employee on November 22,
                                    1995, or ceased to be an Employee between
                                    May 29, 1995 and November 22, 1995 by reason
                                    of an event described in Section
                                    5.1(b)(i)-(iv). Any subsequent Matching
                                    Contributions, and the time for making any
                                    such Matching Contribution, shall be
                                    determined by the Company, in its sole
                                    discretion.

                           (C)      Matching Contributions shall be made in cash
                                    and deposited in the Fund designated by the
                                    Member as of the date of deposit for
                                    investment of his or her Member
                                    contributions or, if no such designation is
                                    in effect, in the Retirement Money Market
                                    Fund.
<PAGE>

                           EMPLOYEE INVESTMENT PLAN
                                      OF
                         LEVI STRAUSS ASSOCIATES, INC.

                                  AMENDMENTS

         WHEREAS, LEVI STRAUSS ASSOCIATES INC. (the "Company") has adopted the
Employee Investment Plan of Levi Strauss Associates Inc. (the "Plan");

         WHEREAS, pursuant to Section 18.1 of the Plan, the Board of Directors
of the Company is authorized to amend the Plan at any time and for any reason;

         WHEREAS, the Company desires to amend the Plan in order to readmit a
limited number of Highly Compensated Employees to active participation under
certain circumstances;

         WHEREAS, by resolutions duly adopted on June 18, 1992, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the Plan and to delegate
to any other officer of the Company the authority to adopt certain amendments to
the Plan;

         WHEREAS, on June 1, 1993, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President, the authority to amend the Plan subject to specified
limits, and such delegation has not been amended, rescinded or superseded as of
the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, effective November 27, 1998, the Plan is hereby amended
as set forth below:

         1.   The current text of Section 3.5 is redesignated as Section 3.5(a).

         2.   Current Sections 3.5(a) through (d) are redesignated as Sections
3.5(a)(i) through iv).

         3.   The first sentence of current Section 3.5 is amended to read as
set forth below:

              Any Highly Compensated Employee will only be eligible for
         membership in the Plan as an Inactive Member or as set forth in Section
         3.5(b), and in either case only if he or she satisfies the eligibility
         requirements of Section 3.1.

         4.   Section 3.5 is amended by a new Section 3.5(b), to read, as set
forth below:

              (b) (i) Eligible Highly Compensated Employees. Section 3.5(a)
                      -------------------------------------
         notwithstanding, a Highly Compensated Employee who satisfies the
         eligibility requirements of Section 3.1 may participate in the Plan for
         all or a portion of a Plan Year as a Member provided that be or she is,
         included in an eligible category of Highly Compensated Employees
         described in Appendix E to the Plan.
<PAGE>

              (ii) Establishment of Appendix E. Appendix E may be established,
                   ---------------------------
         amended or revoked from time to time by any individual or entity
         empowered to amend the Plan. It is intended that Appendix E designate
         an eligible category of Highly Compensated Employees who can
         participate in the Plan without resulting in the Plan failing to comply
         with the nondiscriminatory coverage rules of Code section 410(b) or any
         successor provision. However, the existence of this provision does not
         require the Company to designate any Highly Compensated Employees, or
         the maximum permissible Highly Compensated Employees, to participate in
         the Plan as Members for any Plan Year.

         5.   The Plan is amended by a new Appendix E, to read as set forth on
the attached exhibit hereto.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto, on
December 21, 1995.

                                       /s/
                                  --------------------------------
                                  Donna J. Goya
                                  Senior Vice President
<PAGE>

                 EXHIBIT TO EMPLOYEE INVESTMENT PLAN AMENDMENT

                          EMPLOYEE INVESTMENT PLAN OF
                         LEVI, STRAUSS ASSOCIATES INC.

                                  APPENDIX E

         Pursuant to Section 3-5(b) of the Plan, the Highly Compensated
Employees described below are eligible to participate in this Plan as Members:

         1.   For the Plan Year ending in 1996, Highly Compensated Employees
whose compensation (as determined pursuant to Section. 2.23) for the Plan Year
ending in 1995 did not exceed $95,000.
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                         LEVI STRAUSS ASSOCIATES INC.

                                  APPENDIX D

                   ADDITIONAL ELIGIBLE WITHDRAWALS AND LOANS

         In accordance with Sections 9.3(a)(viii), 9.3(b)(ii)(B) and
10.1(a)(iii), losses relating to natural disasters described herein may form a
basis for withdrawals or loans.

         1. (a) Description of Natural Disaster.

                1995 flood in Sonoma County, California.

            (b) Limitations.

                None.

         /s/
----------------------------------------
Donna J. Goya, Senior Vice President

5/15/95
----------------------------------------
Dated
<PAGE>

                           EMPLOYEE INVESTMENT PLAN OF

                          LEVI STRAUSS ASSOCIATES INC.

            (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 27, 1989,
      WITH MAIN TEXT REFLECTING CERTAIN CHANGES AS OF SEPTEMBER 1, 1994)
<PAGE>

                              LEVI STRAUSS & CO.
                     AMENDMENTS TO EXECUTIVE COMPENSATION
                          AND EMPLOYEE BENEFIT PLANS

         WHEREAS, LSAI HOLDING CORP. ("Holdings"), LEVI STRAUSS ASSOCIATES INC.
("LSAI") and LEVI STRAUSS & CO. ("LS&CO.") have established and maintained
various employee benefit plans listed on Exhibit A hereto for the benefit of
their eligible employees (the "Plans");

         WHEREAS, the Plans generally provide that LSAI is the sponsor of the
Plans, although certain Plans provide that Holdings, LS&CO. or other direct or
indirect subsidiaries of Holdings, LSAI or LS&CO. is the Plan sponsor;

         WHEREAS, effective October 1, 1996 (the "Merger Effective Date"),
Holdings and LSAI were merged with and into LS&CO. (the "Merger"), and LS&CO.
from the Merger Effective Date is the owner or corporate parent, as appropriate,
with respect to all of the assets and business held by Holdings, LSAI and LS&CO.
before the Merger;

         WHEREAS, after the Merger, LS&CO. is the successor Plan sponsor of any
Plan which was sponsored by Holdings or LSAI before the Merger,

         WHEREAS, LS&CO. desires to amend the Plans to reflect that after the
Merger LS&CO. is the Plan sponsor of each Plan;

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of LS&CO. authorized Robert D. Haas, Chairman of the Board and Chief
Executive Officer, to adopt certain amendments to the Plans and to delegate to
certain other officers of LS&CO- the authority to adopt certain amendments to
the Plans; and

         WHEREAS, on May 2, 1996, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President for Global Human Resources, the authority to amend the
Plans, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof;

         NOW, THEREFORE, effective as of the Merger Effective Date, the Plans
are hereby amended as set forth below:

         1.   The Employee. Investment Plan of Levi Strauss Associates Inc. (the
"EIP") is amended as set forth below:

              a.  The name of the EIP, whenever it appears, is changed to the
"Employee Investment Plan of Levi Strauss & Co. "

              b.  Section 1.1 of the EIP is amended by the addition of a new
paragraph to read as set forth below:

              "Effective as of October 1, 1996, Levi Strauss Associates Inc. and
         its parent, LSAI Holding Corp., were merged into Levi Strauss & Co.
         Thereafter, Levi Strauss & Co. is the plan sponsor of the EIP. "
<PAGE>

              c.  Sections 2.4, 2.9, 2.17, 2.33, 2.45, 2.60, 2.70, 7.5 and 7.7
and the execution clause are amended by replacing all references to "Levi
Strauss Associates Inc. " with Levi Strauss & Co."

              d.  Section 2.13 is amended by removing the reference to 'Levi
Strauss Associates Inc."

         2.   The Levi Strauss Associates Inc. Employee Long-Term Investment and
Savings Plan (the -ELTIS") is amended as set forth below:

              a.  The name of the ELTIS, wherever it appears, is changed to "The
Levi Strauss & Co. Employee Long-Term Investment and Savings Plan. "

              b.  Section 1. 1 is amended by the addition of a new paragraph to
read as set forth below:

              "Effective as of October 1, 1996, Levi Strauss Associates Inc. and
         its parent, LSAI Holding Corp., were merged into Levi Strauss & Co.
         Thereafter, Levi Strauss & Co. is the plan sponsor of ELTIS."

              c.  Sections 2.4, 2.9, 2.16, 2.29, 2.37, 2.47, 2.59, 6.5 and 6.7
and the execution clause are amended by replacing all references to "Levi
Strauss Associates Inc." with "Levi Strauss & Co."

              d.  Section 2.12 is amended by removing the reference to '"Levi
Strauss Associates Inc."

         3.   The Revised Home Office Pension Plan of Levi Strauss Associates
Inc. (the "HOPP") is amended as set forth below:

              a.  The name of the HOPP, wherever is appears, is changed to the
"Revised Home Office Pension Plan of Levi Strauss & Co."

              b.  Section 1. 1 is amended by the addition of a new paragraph to
read as set forth below:

              "Effective as of October 1. 1996, Levi Strauss Associates Inc. and
         its parent, LSAI Holding Corp., were merged into Levi Strauss & Co.
         Thereafter Levi Strauss & Co. is the plan sponsor of the Plan."

              c.  Sections 2.4, 2.10, 2.26 and 2.46 and the execution clause are
amended by replacing all references to "Levi Strauss Associates Inc." with
"Levi Strauss & Co."

              d.  Section 2.16 is amended by removing the reference to "Levi
Strauss Associates Inc."

         4.   The Levi Strauss Associates Inc. Revised Employee Retirement Plan
(the "ERP") is amended as set forth below:
<PAGE>

              a.  The name of the ERP, wherever is appears, is changed to the
"Levi Strauss & Co. Revised Employee Retirement Plan. "

              b.  Section 1. 1 is amended by the addition of a new paragraph to
read as set forth below:

              "Effective as of October 1, 1996, Levi Strauss Associates Inc. and
         its parent, LSAI Holding Corp., were merged into Levi Strauss & Co.
         Thereafter Levi Strauss & Co. is the plan sponsor of the Plan."

              c.  Sections 2.4, 2.10, 2.26 and 2.47 and the execution clause are
amended by replacing all references to "Levi Strauss Associates Inc." with "Levi
Strauss & Co."

              d.  Section 2.16 is amended by removing the reference to "Levi
Strauss Associates Inc."

         5.   The Levi Strauss Associates Inc. Retirement Plan for Over-the-Road
Truck Drivers and Dispatchers (the "OTRD") is amended as set forth below:

              a.  The name of the OTRD, wherever is appears, is changed to the
"Levi Strauss & Co. Retirement Plan for Over-the-Road Truck Drivers and
Dispatchers."

              b.  Section 1 - 1 is amended by the addition of a new paragraph
to read as set forth below:

              "Effective as' of October 1, 1996, Levi Strauss Associates Inc.
         and its parent, LSAI Holding Corp., were merged into Levi Strauss & Co.
         Thereafter Levi Strauss & Co. is the plan sponsor of the Plan."

              c.  Sections 2.4, 2.9, 2.25 and 2.44 and the execution clause are
amended by replacing all references to "Levi Strauss Associates Inc." with
"Levi Strauss & Co."

              d.  Section 2,15 is amended by removing the reference to "Levi
Strauss Associates Inc."

         6.   For each Plan which is not amended by Sections 1 through 5 above
(the "Nonqualified Plans"), each reference in the name of a Nonqualified Plan to
"LSAI Holding Corp." or "Levi Strauss Associates Inc." is hereby replaced by
"Levi Strauss & Co."

         7.   Each of the Nonqualified Plans is amended by the addition of an
Addendum to read as set forth on the Exhibit B hereto.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto on
January 24, 1997.

                                                  /s/
                                        -------------------------------------
                                        Donna J. Goya
                                        Senior Vice President for
                                        Global Human Resources
<PAGE>

                                   EXHIBIT A

Employee Investment Plan of Levi Strauss Associates Inc.

Levi Strauss Associates Inc. Employee Long-Term Investment and Savings Plan

Revised Home Office Pension Plan of Levi Strauss Associates Inc.

Levi Strauss Associates Inc. Revised Employee Retirement Plan

Levi Strauss Associates Inc. Retirement Plan for Over-the-Road Truck Drivers and
Dispatchers

Levi Strauss Associates Inc. Supplemental Benefit Restoration Plan

Levi Strauss Associates Inc. Excess Benefit Restoration Plan

Partners in Performance Long-Term Incentive Plan

LSAI Holding Corp. Deferred Compensation Plan for Outside Directors

Levi Strauss Associates Inc. Deferred Compensation Plan for Executives

Levi Strauss Asso6ates Inc. Long-Term Performance Plan
<PAGE>

                                   EXHIBIT B

                                MERGER ADDENDUM

         Effective October 1, 1996 (the "Merger Date"), LSAI Holding Corp. and
Levi Strauss Associates Inc. were merged with and into Levi Strauss & Co.
("LS&CO."). From and after the Merger Date, LS&CO. is the plan sponsor of the
Plan. Further, unless the context clearly indicates to the contrary, all
references to the "Company" shall mean LS&CO. and all references to the "Board
of Directors" of LSAI Holding Corp., Levi Strauss Associates Inc. or the
"Company" shall refer to the Board of Directors of LS&CO.
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

         WHEREAS, Levi Strauss & Co. (the "Company") maintains the Levi Strauss
& Co. Employee Investment Plan (the "EIP") as the successor to Levi Strauss
Associates Inc.;

         WHEREAS, the Company established the EIP for the benefit of its
employees and amended and restated the EIP to comply with the Tax Reform Act of
1986, the Unemployment Compensation Amendments of 1992, and the Revenue
Reconciliation Act of 1993;

         WHEREAS, the Company requested that the Internal Revenue Service issue
a favorable determination letter regarding the tax-qualified status of the EIP;

         WHEREAS, the Internal Revenue Service conditioned its issuance of a
favorable determination upon the adoption of certain amendments to the restated
EIP; and

         WHEREAS, the Company desires to satisfy such conditions and Article 18
of the EIP provides that the Company may amend the EIP at any time and for any
reason;

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the EIP and to delegate
to certain other officers of the Company the authority to adopt certain
amendments to the EIP;

         WHEREAS, on May 2, 1996, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President for Global Human Resources, the authority to amend the
EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, effective as of November 27, 1989, except to the extent
that another effective date is specifically provided below, the Company amends
the EIP as set forth below:

         1.   Section 2.66 of the EIP is amended by the addition of the
following:

              If an Employee's absence is attributable to maternity or paternity
         leave, the Employee's Service shall include the first 12 months of such
         absence. Further, the second 12 months of absence for such reason shall
         be considered neither Service nor absence from Service.

         2.   Section 2.8 of the EIP is amended by the addition of the
following:

              However, a married participant's spouse shall be the participant's
<PAGE>

         beneficiary unless the participant's spouse consents in writing to the
         designation of another beneficiary and such consent is witnessed by a
         notary public.

         3.   Sections 4.6 and 4.7, and all references thereto, are renumbered
"4.7" and 114.8.

         4.   A new Section 4.6 is added to the EIP as follows:

              4.6  Limitation on Contributions.

              (a)  Limitation on Pre-Tax Contributions.  For any Plan Year, the
                   -----------------------------------
         "average deferral percentage" (as defined below) for the group of
         Highly Compensated Employees eligible to make Pre-Tax Contributions may
         not exceed the greater of

                           (i)  125 % of the average deferral percentage for all
         other employees eligible to make Pre-Tax Contributions; or

                           (ii) the lesser of (A) 2 multiplied by the average
         deferral percentage for all employees eligible to make Pre-Tax
         Contributions other than Highly Compensated Employees or (B) the
         average deferral percentage for such employees plus 2 percentage
         points.

              The average deferral percentage for any group of employees is the
         average of the ratios (calculated separately for each employee) of the
         amount of Pre-Tax Contributions (and any other contributions treated as
         elective deferrals under section 401(k) of the Code) made on behalf of
         each employee for the Plan Year, divided by the employee's
         compensation. Compensation for purposes of this Section 4.6(a) shall be
         determined in a manner consistent with sections 401(k) and 414(s) of
         the Code.

              This Section 4.6(a) shall be interpreted in a manner consistent
         with section 401(k)(3) and 1.401(k)-I(b) of the Code.

              (b) Limitations on Post-Tax Contributions and Matching,
                  ---------------------------------------------------
         Contributions. For any Plan Year, the "average contribution percentage"
         -------------
         (as defined below) for the group of Highly Compensated Employees
         eligible to make Post-Tax Contributions and receive an allocation of
         Matching Contributions may not exceed the lesser of

                           (i)  125% -of the average contribution percentage of
         all other employees eligible to make such contributions; or

                           (ii) the lesser of (A) 2 multiplied by the average
         contribution percentage of such other employees or (B) the average
         contribution percentage for such other employees plus 2 percentage
         points.

              The average contribution percentage for any group of employees is
         the average of the ratios (calculated separately for each employee) of
         the sum of Post-Tax Contributions and Matching Contributions (and other
         contributions aggregate
<PAGE>

         with such contributions for purposes of this test and section 401(m) of
         the Code) paid under the Plan on behalf of the Employee for the Plan
         Year, divided by the Employee's compensation. Compensation for purposes
         of this Section 4.6(b) shall be determined in a manner consistent with
         sections 401(m) and 414(s) of the Code.

              This Section 4.6(b) shall be interpreted in a manner consistent
         with sections 401(m) and 1.401(m)-l of the Code.

              (c) Use of Alternative Limitations. In determining the maximum
                  ------------------------------
         contributions under Sections 4 and 5, the multiple use of the
         alternative limitation under Code sections 401(k)(3)(A)(ii)(Il) and
         401(m)(A)(2)(ii) shall be limited as provided in Code section 1.401(m)-
         2(b).

         5.   Renumbered Section 4.7(a) of the EIP is amended by the addition of
the following:

              In the event that the average deferral ratio of a Highly
         Compensated Employee is determined under the family aggregation rules
         of Code section 401(k)-l(g)(1)(ii)(C), the amount of any Excess
         Contributions shall be determined by reducing such deferrals under the
         leveling method provided in Code section 1.401(k)-l(f)(2) and the
         Excess Contributions shall be allocated among the family members in
         proportion to the contributions of each family member whose
         contributions have been combined with such Member.

         6.   Renumbered Section 4.7(c) is amended in its entirety to read as
follows:

              4.7(c) Excess Aggregate Contributions. If a Member who is a Highly
                     ------------------------------
         Compensated Employee makes Post-Tax Contributions which constitute
         "Excess Aggregate Contributions" (as defined in section 401(m)(6)(B) of
         the Code and the Regulations issued under such Code section which are
         expressly incorporated by this reference) with respect to a Plan Year,
         such Excess Aggregate Contributions (and any earnings on such
         contributions up to the date of distribution, determined in a manner
         consistent with 1.401(m)-1(e)(3)(ii) of the Code) will be distributed
         to the Member by the end of the next Plan Year. Post-Tax Contributions
         and any earnings on such contributions directed by the Highly
         Compensated Employees having the highest rate of Post-Tax Contributions
         (as a percentage of Compensation) will be refunded first under the
         provisions of applicable Regulations. Any refund of Post-Tax
         Contributions and earnings will be limited to the amount that, in the
         judgment of the Administrative Committee, will result in the Plan
         satisfying the requirements of section 401(m)(3) of the Code.

         7.   A new Section 4.7(d) is added to the EIP as follows:

              (d) Reduction in Return or Recharacterization of Excess
                  ---------------------------------------------------
         Contributions. The amount of Excess Contributions refunded or
         -------------
         recharacterized with respect to an Employee for a Plan Year under this
         Section 4.6 shall be reduced by any
<PAGE>

         excess deferrals previously distributed for the Employee's taxable year
         ending in the same Plan Year.

         8.   A new Section 4.9 is added to the EIP as follows:

              4.9 Use of Alternative Limitation. In determining the maximum
                  -----------------------------
         contributions under Sections 4 and 5, the multiple use of the
         alternative limitation under Code sections 401(k)(3)(A)(ii)(II) and
         401(m)(A)(2)(ii) shall be limited as provided in Code section
         1.401(m)-2(b).

         9.   Section 5.4 of the EIP is amended by the addition of the
following:

              Excess aggregate contributions (and income allocable thereto)
         shall be designated as excess aggregate contributions and distributed
         within 12 months after the end of the Plan Year to the Highly
         Compensated Employees on the basis of the respective portions of such
         excess aggregate contributions attributable to each of such Highly-
         Compensated Employees. Further, the excess aggregate contributions so
         distributed shall include Matching Contributions to the extent
         necessary to satisfy section, 401(a)(4) of the Code, as provided in
         section 1.401(m)-1(e)(4) of the Code.

              In the event that the actual contribution ratio of a Highly
         Compensated Employee is determined under the family aggregation rules,
         the amount of the Excess Aggregate Contribution shall be determined by
         reducing such contribution under the leveling method provided in Code
         section 1.402(m)-l(e)(2) and the Excess Aggregate contribution shall be
         allocated among the family members in proportion to the contributions
         of each family member whose contributions have been combined with such
         Member.

         10.  Section 5.4(b) of the EIP is amended in its entirety to read as
follows:

              5.4(b) The Matching Contribution and/or Nonelective Contribution
         (and any earnings on such contributions up to the date of distribution,
         determined in a manner consistent with 1.401(m)-1(e)(3)(ii) of the
         Code) will be distributed to the Member by the end of the next Plan
         Year, if the' Matching Contribution and/or Nonelective Contribution has
         been made to the Plan before the date on which the Matching and/or
         Nonelective Contributions are determined to constitute an Excess
         Aggregate Contribution.

         11.  Effective January 24, 1997, Section 9.1 is hereby amended to read
as set forth below:

              9.1 Withdrawals from Post-Tax Accounts. A Member may withdraw all
                  ----------------------------------
         or part of the balance credited to his or her Post-Tax Account invested
         in any Fund.

         12.  Effective January 24, 1997, the EIP is hereby amended by the
addition of a new Section 11.10, to read as set forth below:
<PAGE>

              11.10 Benefits for Alternate Payees. At the request of an
                    -----------------------------
         Alternate Payee, the Benefit payable to the Alternate Payee hereunder
         shall be paid in a lump sum, either directly to the Alternate Payee or
         to an individual ' retirement account for the Benefit of the Alternate
         Payee, regardless of whether the Member from whom the Alternate Payee's
         Benefit derived has attained his or her earliest possible distribution
         date under the Plan.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto as of the
date set forth below.

4/8/97                                                 /s/
------------------------------------        --------------------------------
Date                                        Donna J. Goya
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

         WHEREAS, Levi Strauss & Co. (the "Company") maintains the Levi Strauss
& Co. Employee Investment Plan (the "EIP") as the successor to Levi Strauss
Associates Inc.;

         WHEREAS, the Company desires to amend the EIP to expand the sources of
Participant loans in certain respects and Article 18 of the EIP provides that
the Company may amend the EIP at any time and for any reason;

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the EIP and to delegate
to certain other officers of the Company the authority to adopt certain
amendments to the EIP;

         WHEREAS, on May 2, 1996, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President for Global Human Resources, the authority to amend the
EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, effective as of September 1, 1997, the Company amends
Section 10 of the EIP in its entirety to read as set forth below:

         SECTION 10   LOANS.

         10.1     Amount of Loans.

                  (a) Profit Sharing Regular, Profit Sharing 401(k), Pre-Tax and
                      ----------------------------------------------------------
         Matching Accounts. A Member may borrow up to 100% of the Member's
         -----------------
         Vested Interest in his or her Profit Sharing Regular Account, Profit
         Sharing 401(k) Account, Pre-Tax Account and Matching Account to the
         extent that such amount may be used to secure the promissory note with
         respect to such loan under Section 10.2(a). Such a loan will be
         permitted only if the Administrative Committee determines that:

                           (i)   The proceeds of the loan will be used to
                  acquire, construct or rehabilitate the Member's primary
                  residence, or to refinance any loan or loans previously made
                  to the Member by a third party for any of these purposes;

                           (ii)  The loan is required by the Member for the
                  payment of expenses relating to the post-secondary education
                  of the Member or the Member's spouse or children, including
                  expenses for tuition, fees, room, board or books; or

                           (iii) The loan is required by the Member due to the
                  loss of income, real
<PAGE>

                  property or personal property as a result of any natural
                  disaster as specified on Appendix D to the Plan by any
                  individual or entity empowered to amend the Plan.

                  (b) Post-Tax and Rollover Accounts. A Member may borrow up to
                      ------------------------------
         100% of the balance credited to his or her Post-Tax Account and/or
         Rollover Account. Such loans will be permitted for any reason, but will
         be subject to Section 10.1(d) regarding the maximum loan amount),
         Section 10. 2 (regarding loan terms), Section 10.3 (regarding source of
         loans) and Section 10.4 (regarding events of default), in addition to
         other applicable provisions of the Plan.

                  (c) Additional Limitations.  No loan will be granted to the
                      ----------------------
         extent it would cause the aggregate balance of all loans a Member has
         outstanding under the Plan to exceed the lesser of:
                                                  ------

                           (i) $50,000, less the amount by which such aggregate
                  balance has been reduced by repayments of principal during the
                  one-year period ending on the day before the new loan is made;
                  or

                           (ii) 50% of the Member's Vested Interest in all of
                  the Member's Accounts.

         The amount of any loan must be a multiple of $100 and may not be less
         than $1,000. Only 4 loans to a Member may be outstanding at any time
         (no more than 2 of which may be for the acquisition, construction or
         rehabilitation of the Member's primary residence, or to refinance any
         loan or loans previously made by a third party for these purposes).

                  (d) Vested Interest and Value of Accounts. The Member's Vested
                      -------------------------------------
         Interest in an Account and the value of the balance credited to such
         Account will be determined as of the latest Valuation Date preceding
         the date the loan application is submitted for which information is
         then available.

         10.2 Terms of Loans.  All loans will be on such terms and conditions as
              --------------
the Administrative Committee may determine, and must satisfy the following
requirements:

                  (a)  Adequate Security.  All loans will be made under a
                       -----------------
promissory note secured by:

                       (i)  The Account or Accounts that funded the loan to the
                  extent that such Account or Accounts fund the loan; and

                       (ii) Such other security as the Administration Committee
may require.

         No loans will be secured by the Member's Account or Accounts in an
amount greater than 50% of the Vested Interest and value of the balance of the
Account of such Member at the time such loan was made.

                  (b) Substantially Level Payment. All loans will be subject to
                      ---------------------------
         a substantially level payment schedule, as determined by the
         Administrative Committee, with payments
<PAGE>

         to be made at least quarterly and whenever possible to be made through
         semi-monthly payroll deductions. If loan payments are not made for a
         period of up to 365 days due to the Member's temporary absence from
         active work, such missed payments may be made.

                           (i)   In a single sum after the Member returns to
                                 active work;

                           (ii)  Ratably over the remaining period of the loan;

                           (iii) In a single sum together with the final payment
                                 provided for under the note; or

                           (iv)  In another manner mutually agreed upon by the
                                 Member and the Administrative Committee,

         However, loan repayments by a Member who has been absent temporarily
must recommence by the end of the one-year period following the date the
Member's temporary absence began or, if earlier, upon the first paycheck after
the Member's return to active work.

                  (c) Reasonable Rate of Interest. All loans will beat interest
                      ---------------------------
         at a fixed rate determined by the Administrative Committee based upon
         the prime interest rate in effect at a commercial bank as of the first
         day of the month immediately preceding the date on which the loan
         application is received plus 1%, unless such rate would not be
         "reasonable" as defined by section 408(b)(3) of the Act, in which case
         a "reasonable" rate of interest will be used.

                  (d) Repayment in Full.  All loans will provide for repayment
                      -----------------
         in full, whether from the Member's Accounts or otherwise, on or before
         the earlier of:
             -------

                      (i)   5 years after the date the loan is made (15 years
                  after the date the loan is made if the loan is used to acquire
                  the Member's principal residence); or

                      (ii)  The date the Member's Plan Benefit is
                  distributed under Section 11.

         10.3 Source of Loans; Application of Loan Payments. As soon as
              ---------------------------------------------
administratively practical following the approval of a loan by the
Administrative Committee, the amount of the loan will be distributed to the
Member from the vested portion of the Member's Accounts that are being used to
fund the loan, in the following order of priority:

                  (a) Post-Tax Account;

                  (b) Rollover Account;

                  (c) Pre-Tax Account;

                  (d) Profit Sharing 401(k) Account;

                  (e) Profit Sharing Regular Account; and
<PAGE>

                  (f) Matching Account,

         If less than the entire amount of any Account is required to fund the
loan, amounts invested in the Funds will be liquidated to fund the loan pro rata
from each Fund in which the Account is invested.

         If the Investment Committee determines that it is not feasible for the
Trustee to prudently liquidate the necessary amount invested in any Fund in
accordance with Members' loan requests, the Investment Committee will so advise
the Administrative Committee. The Administrative Committee will direct that such
steps be taken as it considers necessary or desirable for the protection of
Members' Accounts, including the reordering of liquidation priorities or a pro
rata reduction in the amount of each Member's loan. The promissory note executed
by the Member will be reflected in reporting the balance of the Member's Account
or Accounts that funded the loan, Principal and interest payments will be
credited to the Member's Account or Accounts in proportion to the extent that
such Account or Accounts funded the loan. Such principal and interest payments
shall be invested in Funds in proportion to the extent that the funds loaned to
the Member were invested in such Funds at the time such loan was made to the
Member.

         10.4 Default. If the Administrative Committee determines that a
              -------
Member's loan obligation is in default, it will take such actions as it deems
necessary or appropriate to cause the Plan to realize on its security for the
loan. Those actions may include, without limitation, a demand for payment in
full, and a distribution of the Member's promissory note to the Member, which
will be deemed an involuntary withdrawal from the Member's Accounts in an amount
equal to the principal balance of the loan, whether or not the withdrawal would
otherwise be permitted on a voluntary basis. No distribution of a Member's
promissory note and involuntary withdrawal will occur with respect to a loan
from the Member's Pre-Tax Contributions Account or Nonelective Account before
the earliest of the events specified in Section 18.6. Any loss caused by the
nonpayment or other default on a Member's loan obligation will be borne solely
by the Member's Accounts. A Member who is temporarily absent from work will not
be considered to be in default for the period which is the lesser of (i) 365
days from the date the Member begins the temporary leave of absence on (ii) the
date the Member is no longer considered to be temporarily absent from work.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto as of the
date set forth below.

9/9/97________________________                    __________./s/______________
Date                                              Donna J. Goya


<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

         WHEREAS, Levi Strauss & Co. (the "Company") maintains the Levi Strauss
& Co. Employee Investment Plan (the "EIP") as the successor to Levi Strauss
Associates Inc.;

         WHEREAS, the Company desires to amend the EIP to provide for the
maximum involuntary lump sum cash-out permitted by the Uruguay Round of the
General Agreement on Tariffs and Trade ("GATT")( legislation, and Article 18 of
the EIP provides that the Company may amend the EIP at any time and for any
reason;

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the EIP and to delegate
to certain other officers of the Company the authority to adopt certain
amendments to the EIP;

         WHEREAS, on May 2, 1996, Robert D. Haas delegated to Donna 1. Goya,
Senior Vice President for Global Human Resources, the authority to amend the
EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, effective as of December 1, 1997, except to the extent
that another effective date is specifically provided below, the Company amends
the EIP as set forth below:

                  Section 11.6(a) is amended by replacing "$3,500" wherever it
appears with "$5,000."

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto as of the
date set forth below.


11/25/97_________________________           _______/s/__________________________
Date                                        Donna J. Goya
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

         WHEREAS, Levi Strauss & Co. (the "Company") maintains the Employee
Investment Plan of Levi Strauss & Co. (the "EIP");

         WHEREAS, the Company desires to amend Appendix C of the EIP to reflect
revised investment alternatives available under the EIP;

         WHEREAS, Article 18 of the EIP provides that the Company may amend the
EIP at any time and for any reason;

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the EIP and to delegate
to certain other officers of the Company the authority to adopt certain
amendments to the EIP;

         WHEREAS, on May 2, 1996, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President for Global Human Resources, the authority to amend the
EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof, and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, effective as of December 1, 1997, the Company amends
Appendix C of the EIP to read as set forth on the attached Exhibit.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto as of the
date set forth below.

11/25/98_____________________               ______/s/________________________
Date                                        Donna J. Goya
<PAGE>

                                                                         EXHIBIT

                EMPLOYEE INVESTMENT PLAN OF LEVI STRAUSS & CO.
                                  APPENDIX C
                                     FUNDS

Fidelity Retirement Money Market

Fidelity Investment Grade Bond Fund (phased out 3/31/98, mapped to U.S. Bond
Index)

Fidelity U.S. Bond Index Fund (eff. 3/31/98)

Fidelity Asset Manager: Income (phased out 9/30/98, mapped to Freedom Income
Fund)

Fidelity Asset Manager (phased out 9/30/98, mapped to Dodge & Cox Balanced Fund)

Fidelity Asset Manager: Growth (phased out 9/30/98, mapped to Freedom 2020 Fund)

Fidelity Contrafund

Fidelity Magellan

Fidelity Overseas (closed 11/1/96, mapped to MSIF International Portfolio)

Morgan Stanley Institutional Fund International Portfolio (eff. 11/1/96)

Fidelity US Equity Index-Commingled Pool (eff. 4/30/96)

Fidelity Growth & Income (eff. 4/30/96)

Fidelity Low-Priced Stock (eff. 4/30/96)

Fidelity Freedom Income Fund (eff. 9/19/97)

Fidelity Freedom 2000 Fund (eff. 9/19/97)

Fidelity Freedom 2010 Fund (eff. 9/19/97)

Fidelity Freedom 2020 Fund (eff. 9/19/97)

Fidelity Freedom 2030 Fund (eff. 9/19/97)

Dodge & Cox Balanced Fund (eff. 3/31/98)

The Fund designated as the Fund to receive contributions for which no proper
Member investment direction has been received shall be the Fidelity Retirement
Money Market Fund.
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF

                              LEVI STRAUSS & CO.



                              LEVI STRAUSS & CO.

                       EMPLOYEE LONG-TERM INVESTMENT AND

                                 SAVINGS PLAN



                          REVISED HOME OFFICE PLAN OF

                              LEVI STRAUSS & CO.



                                  AMENDMENTS

         WHEREAS, Levi Strauss & Co. (the "Company") maintains the Employee
Investment Plan of Levi Strauss & Co. (the "EIP"), the Levi Strauss & Co. Long-
Term Investment and Savings Plan (the "ELTIS"), and the Revised Home Office
Pension Plan of Levi Strauss & Co. (the "HOPP") (collectively, the "Plans");

         WHEREAS, the Company desires to amend the Plans to provide that the
definitions of compensation used under the Plans are as consistent as reasonably
practical and are administratively convenient;

         WHEREAS, each Plan provides that the Company may amend the Plan at any
time and any reason;

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the Plans and to
delegate to certain other officers of the Company the authority to adopt certain
amendments to the Plans;

         WHEREAS, on May 2, 1996, Robert D. Haas delegated to Donna J. Goya,
Senior Vice President for Global Human Resources, the authority to amend the
Plans, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, effective December 1, 1997:
<PAGE>

         1.   Section 2.14 of the EIP is amended as set forth on Exhibit A-1
              hereto;

         2.   The final paragraph of Section 2.23 of the EIP is amended as set
              forth on Exhibit A-2 hereto;

         3.   Section 2.68 of the EIP is amended as set forth on Exhibit A-3
              hereto;

         4.   Section 12.1(b) of the EIP is amended as set forth on Exhibit A-4
              hereto;

         5.   Section 2.12 of the ELTIS is amended as set forth on Exhibit B-1
              hereto;

         6.   The final paragraph of Section 2.20 of the ELTIS is amended as set
              forth on Exhibit B-2 hereto;

         7.   Section 2.57 of the ELTIS is amended as set forth on Exhibit B-3
              hereto;

         8.   Section 10. 1 (b) of the ELTIS is amended as set forth on Exhibit
              B-4;

         9.   Section 2.17 of the HOPP is amended as set forth on Exhibit C-1
              hereto; and

         10.  Section 2.29 of the HOPP is amended as set forth on Exhibit C-2
              hereto.

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto on the
date set forth below.


         _11/25/98_______________             ______/s/__________________
         Date                                 Donna J. Goya
                                              Senior Vice President
<PAGE>

                                  Exhibit A-1
                                  -----------

         2.14 "Compensation" means a Member's compensation for a Plan Year paid
               ------------
by the Company for services while an Employee and a Member during that Plan
Year, including salary, wages, fees, commissions, bonuses (except as excluded in
paragraphs (e) or (f) below), incentive compensation (except as excluded in
paragraphs (e) or (f) below) and overtime pay. "Compensation" also includes the
Member's Member Contributions to the Plan (or any other plan maintained by the
Company under sections 401(k) of the Code) for the Plan Year and any amounts
contributed by the Member to a cafeteria plan maintained by the Company under
section 125 of the Code, and amounts deferred under the Company's Deferred
Compensation Plan for executives. Back pay will be included in Compensation only
for the Plan Year in which the back pay is made and the amount to be included
will be limited to the amount attributable to that Plan Year, regardless of
mitigation of damages.

         In the case of a Member who is working abroad or who is working for a
foreign subsidiary of the Company, but continues to be paid from the home office
of the Company, "Compensation" will be the amount determined by the
Administrative Committee to be the amount that would have been paid to the
Member had he or she been on a domestic payroll of the Company.

         "Compensation" will not include:
                             -----------

         (a) Matching Contributions, Nonelective Contributions or Profit Sharing
Contributions to the Plan and/or amounts paid to the Member according to an
election under Section 6.2.

         (b) Amounts paid or contributed to any group insurance plan or other
employee benefit plan established or maintained by the Company or an Affiliated
Company, including contributions to nonqualified deferred compensation plans,
and any matching contribution made under the Company's Capital Accumulation
Plan, except as provided above;

         (c) Relocation expenses;

         (d) Ordinary income recognized by the employee related to the exercise
of any right granted under a stock option plan maintained by the Company or an
Affiliated Company;

         (e) Compensation paid by the Company or an Affiliated Company as a
nonrecurring or special bonus, tax reimbursement or award;

         (f) Payments under the Company's long-term performance plan or long-
term incentive plan;

         (g) Severance payments or pay in lieu of notice;

         (h) Payments from the Company's Long Term Disability Plan;

         (i) "Imputed income;" or
<PAGE>

         (j) "Perks."

         "Imputed Income" means the amount of income recognized by a Member who
receives Company paid life insurance in excess of $50,000 and such other amounts
the Administrative Committee determines to be imputed income to the Member under
the Code. "Perks" include, but are not limited to, Company paid parking, Company
provided car allowances, and the flexible perk allowances provided to certain
Members which may be used by the Member for financial counseling or planning;
tax preparation or advice; excess medical expenses; physical examinations;
additional life insurance, disability insurance, accidental death and
dismemberment insurance or liability insurance; business lunch club dues or
legal expenses.

         For Plan Years beginning on and after November 27, 1989, Compensation
for any Plan Year in excess of $200,000 or any successor limitation as provided
for the Plan Year in section 401(a)(17) of the Code (as adjusted as provided
under section 401(a)(17) of the Code) will be disregarded. In determining the
Compensation of a Member, the family aggregation rules of section 414(q)(6) of
the Code will apply, except that in applying these rules, the term "family" will
include only the spouse of the Member and any lineal descendants of the Member
who have not reached age 19 before the close of the Plan Year.

         A Member's Compensation will be determined by the Administrative
Committee and such determination will be conclusive and binding on all persons.
<PAGE>

                                   Exhibit A-2
                                   -----------

         "Compensation" for purposes of this Section 2.23 means Total
Compensation as defined in Section 2.68 of the Plan.
<PAGE>

                                   Exhibit A-3
                                   -----------

         2.68 "Total Compensation" for any employee for any Plan Year means the
               ------------------
amount shown for the Employee for the Plan Year in Box 1 of Form W-2, plus any
amounts which were excluded from the Employee's income pursuant to section 125
of the Code or section 402(a)(8) of the Code.

         Total compensation in excess of $200,000 or any successor limitation as
provided for the Plan Years in section 401(a)(17) of the Code (as adjusted as
provided under section 401(a)(17) of the Code) will be disregarded.
<PAGE>

                                   Exhibit A-4
                                   -----------

         12.1 ...

         (b) 25 % of the Member's compensation for such Plan Year. Compensation
means Total Compensation for Plan Years beginning after December 31, 1997. For
Plan Years beginning prior to January 1, 1998, "Compensation" means Total
Compensation without regard to section 125 of the Code or section 402(a)(8) of
the Code.
<PAGE>

                                   Exhibit B-1
                                   -----------

         2.12 "Compensation" means a Member's compensation for a Plan Year paid
               ------------
by the Company for services while an Employee and a Member during that Plan
Year, including salary, wages, fees, commissions, bonuses (except as excluded in
paragraphs (e) or (f) below), incentive compensation (except as excluded in
paragraphs (e) or (f) below) and overtime pay. "Compensation" also includes the
Member's Member Contributions to the Plan (or any other plan maintained by the
Company under section 401 (k) of the Code) for the Plan Year and any amounts
contributed by the Member to a cafeteria plan maintained by the Company under
section 125 of the Code, and amounts deferred under the Company's Deferred
Compensation Plan for executives. Back pay will be included in Compensation only
for the Plan Year in which the back pay is made and the amount to be included
will be limited to the amount attributable to that Plan Year, regardless of
mitigation of damages.

         In the case of a Member who is working abroad or who is working for a
foreign subsidiary of the Company, but continues to be paid from the home office
of the Company, "Compensation" will be the amount determined by the
Administrative Committee to be the amount that would have been paid to the
Member had he or she been on a domestic payroll of the Company.

         "Compensation" will not include:
                                 --------

         (a) Matching Contributions or Special Company Contributions to the Plan
under Section 5.2;

         (b) Amounts paid or contributed to any group insurance plan or other
employee benefit plan established or maintained by the Company or an Affiliated
Company, including contributions to nonqualified deferred compensation plans,
and any matching contribution made under the Company's Capital Accumulation
Plan, except as provided above;

         (c) Relocation expenses;

         (d) Ordinary income recognized by the employee related to the exercise
of any right granted under a stock option plan maintained by the Company or an
Affiliated Company;

         (e) Compensation paid by the Company or an Affiliated Company as a
nonrecurring or special bonus, tax reimbursement or award;

         (f) Payments under the Company's long-term performance plan or long-
term incentive plan;

         (g) Severance payments or pay in lieu of notice;

         (h) Payments from the Company's Long Term Disability Plan;

         (i) "Imputed income;" or

         (j) "Perks."
<PAGE>

         "Imputed Income" means the amount of income recognized by a Member who
receives Company paid life insurance in excess of $50,000 and such other amounts
the Administrative Committee determines to be imputed income to the Member under
the Code. "Perks" include, but are not limited to, Company paid parking, Company
provided car allowances, and the flexible perk allowances provided to certain
Members which may be used by the Member for financial counseling or planning;
tax preparation or advice; excess medical expenses; physical examinations;
additional life insurance, disability insurance, accidental death and
dismemberment insurance or liability insurance; business lunch club dues or
legal expenses.

         For Plan Years beginning on and after November 27, 1989, Compensation
for any Plan Year in excess of $200,000 or any successor limitation as provided
for the Plan Year in section 401(a)(17) of the Code (as adjusted as provided
under section 401(a)(17) of the Code) will be disregarded. In determining the
Compensation of a Member, the family aggregation rules of section 414(q)(6) of
the Code will apply, except that in applying these rules, the term "family" will
include only the spouse of the Member and any lineal descendants of the Member
who have not reached age 19 before the close of the Plan Year.

         A Member's Compensation will be determined by the Administrative
Committee and such determination will be conclusive and binding on all persons.
<PAGE>

                                   Exhibit B-2
                                   -----------

         "Compensation" for purposes of this Section 2.20 means Total
Compensation as defined in Section 2.57 of the Plan.
<PAGE>

                                   Exhibit B-3
                                   -----------

         2.57 "Total Compensation for any employee for any Plan Year means the
               ------------------
amount shown for the Employee for the Plan Year in Box 1 of Form W-2, plus any
amounts which were excluded from the Employee's income pursuant to section 125
of the Code or section 402(a)(8) of the Code.

         Total compensation in excess of $200,000 or any successor limitation as
provided for the Plan Year in section 401(a)(17) of the Code (as adjusted as
provided under section 401(a)(17) of the Code) will be disregarded.
<PAGE>

                                   Exhibit B-4
                                   -----------

         10.1 ...

         (b) 25% of the Member's compensation for such Plan Year. Compensation
means Total Compensation for Plan Years beginning after December 31, 1997. For
Plan Years beginning prior to January 1, 1998, "Compensation" means Total
Compensation without regard to section 125 of the Code or section 402(a)(8) of
the Code.
<PAGE>

                                   Exhibit C-1
                                   -----------

         2.17 "Compensation" means a Member's compensation for a Plan Year paid
               ------------
by the Company for services while an Employee and a Member during that Plan
Year, including salary, wages, fees, commissions, bonuses (except as excluded in
paragraphs (e) or (f) below), incentive compensation (except as excluded in
paragraphs (e) or (f) below) and overtime pay. "Compensation" also includes the
Member's contributions to any plan maintained by the Company under section
401(k) of the Code for the Plan Year and any amounts contributed by the Member
to a cafeteria plan maintained by the Company under section 125 of the Code.
Back pay will be included in Compensation only for the Plan Year in which the
back pay is made and the amount to be included will be limited to the amount
attributable to that Plan Year, regardless of mitigation of damages.

         In the case of a Member who is working abroad or who is working for a
foreign subsidiary of the Company, but continues to be paid from the home office
of the Company, "Compensation" will be the amount determined by the
Administrative Committee to be the amount that would have been paid to the
Member had he or she been on a domestic payroll of the Company.

         "Compensation" will not include:
                             -----------

         (a) Contributions to another plan maintained by the Company (other than
cash or deferred contributions under Section 401(k) of the Code;

         (b) Amounts paid or contributed to any group insurance plan or other
employee benefit plan established or maintained by the Company or an Affiliated
Company, including contributions to nonqualified deferred compensation plans,
and any matching contribution made under the Company's Capital Accumulation
Plan, except as provided above;

         (c) Relocation expenses;

         (d) Ordinary income recognized by the employee related to the exercise
of any right granted under a stock option plan maintained by the Company or an
Affiliated Company;

         (e) Compensation paid by the Company or an Affiliated Company as a
nonrecurring or special bonus, tax reimbursement or award;

         (f) Payments under the Company's long-term performance plan or long-
term incentive plan;

         (g) Severance payments or pay in lieu of notice;

         (h) Payments from the Company's Long Term Disability Plan;

         (i) "Imputed income;" or

         (j) "Perks."
<PAGE>

         "Imputed Income" means the amount of income recognized by a Member who
receives Company paid life insurance in excess of $50,000 and such other amounts
the Administrative Committee determines to be imputed income to the Member under
the Code. "Perks" include, but are not limited to, Company paid parking, Company
provided car allowances, and the flexible perk allowances provided to certain
Members which may be used by the Member for financial counseling or planning;
tax preparation or advice; excess medical expenses; physical examinations;
additional life insurance, disability insurance, accidental death and
dismemberment insurance or liability insurance; business lunch club dues or
legal expenses.

         For Plan Years beginning on and after November 27, 1989, Compensation
for any Plan Year in excess of $200,000 or any successor limitation as provided
for the Plan Year in section.401(a)(17) of the Code (as adjusted as provided
under section 401(a)(17) of the Code) will be disregarded. In determining the
Compensation of a Member, the family aggregation rules of section 414(q)(6) of
the Code will apply, except that in applying these rules, the term "family" will
include only the spouse of the Member and any lineal descendants of the Member
who have not reached age 19 before the close of the Plan Year.

         A Member's Compensation will be determined by the Administrative
Committee and such determination will be conclusive and binding on all persons.
<PAGE>

                                   Exhibit C-2
                                   -----------

         2.29 "High-3 Year Average Compensation" means a Member's average annual
               --------------------------------
compensation from the Company or an Affiliated Company for the 3 consecutive
Plan Years during which his or her compensation was highest. If the Member has
not been employed with the Company or an Affiliated Company for 3 Consecutive
Plan Years, "High-3 Year Average Compensation" will mean the Member's average
annual compensation for the actual number of consecutive Plan Years with the
Company or an Affiliate Company during which his or her compensation was the
highest.

         For Plan Years beginning prior to January 1, 1998, "Compensation" means
compensation which would be shown in Box 1 of Form W-2, plus any amounts which
were excluded from Box 1 of Form W-2 pursuant to section 125 of the Code or
section 402(a)(8) of the Code. For Plan Years beginning after December 31, 1997,
"Compensation" means compensation which would be shown in Box 1 of Form W-2.

         Compensation for any Plan Year in excess of $200,000 or any successor
limitation as provided for the Plan Year in section 401(a)(17) of the Code (as
adjusted under section 401(a)(17) of the Code). (The "401(a)(17) limitation"),
will be disregarded. The adjustment to the 401(a)(17) limitation that takes
effect on January 1 of each year is effective for the Plan Year beginning
____________.
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Employee Investment Plan of
Levi Strauss & Co. (the "EIP"); and

         WHEREAS, Section 18.1 of the EIP provides that LS&CO. may amend the EIP
at any time and for any reason; and

WHEREAS, the EIP has consistently provided, and been interpreted to provide,
benefits exclusively for persons considered by LS&CO. to be employees of the
"Company" (as defined under Section 2.13 of the EIP) and to exclude from
coverage individuals who perform services for the Company and who are
categorized as independent contractors or leased employees, or in any other
non-employee category, regardless of whether such persons are determined to be
common law or statutory employees of the Company, and LS&CO. desires to reaffirm
the practice of covering only those individuals whom LS&CO. designates as
employees of the Company; and

         WHEREAS, LS&CO. desires to amend Appendix E to the EIP to clarify those
eligible highly compensated employees that are eligible to participate under the
EIP; and

         WHEREAS, LS&CO. desires to amend the EIP to clarify the treatment of
Matching Contributions associated with excess contributions; and

         WHEREAS, LS&CO. desires to amend the EIP to clarify that employees must
complete twelve full calendar months of service in order to become eligible to
participate under the EIP; and

         WHEREAS, LS&CO. desires to amend the EIP to clarify that Members are
not required to first request a loan in order to qualify for a hardship
withdrawal if the effect of the loan would be to increase the financial
hardship; and

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of LS&CO. authorized Robert D. Haas, Chairman of the Board and Chief
Executive Officer, to adopt certain amendments to the EIP and to delegate to
certain other officers of LS&CO. the authority to adopt certain amendments to
the EIP; and

         WHEREAS, on December 2, 1996, Robert D. Haas delegated to Donna J.
Goya, Senior Vice President for Global Human Resources, the authority to amend
the EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREOF, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, the EIP is hereby amended as follows, effective as of
the dates set
<PAGE>

forth below:

         1.       Section 2.17 of the EIP is hereby amended in its entirety,
effective as of November 30, 1998, to read as follows:

?2.17    "Employee" means any person who is employed by the Company excluding:
          --------                                                  ---------

                  (a)   Any employee of the Company who is not paid from the
home office payroll of LS&CO.;

                  (b)   Any employee of a Participating Company other than
LS&CO. who is not paid on a salary or commission basis;

                  (c)   Any stocktaker, service representative, Retiree
Coordinator or "Temporary Employee;"

                  (d)   Any employee who is not employed in a state or territory
of the United States or who receives no remuneration from the Company that
constitutes income from sources within the United States (within the meaning of
section 816(a)(3) of the Code);

                  (e)   Any alien who:

                        (i) Receives remuneration from the Company that
         constitutes income from sources within the United States (within the
         meaning of section 816(a)(3) of the Code); and

                         (ii) Has been transferred by the Company from a job
         outside the United States to a job within the United States, during nay
         period with respect to which the alien is benefiting (by reason of
         accruing a benefit or making or having contributions made on the
         alien's behalf) under:

                                 (A) A retirement plan established or maintained
                  outside the United States by a foreign subsidiary (including a
                  domestic subsidiary operating abroad) or a foreign division of
                  the Company; or

                                 (B) The Levi Strauss International Retirement
                  Plan for Third Country National Employees or any successor or
                  similar plan maintained by the Company or an Affiliated
                  Company;

            (f)   A United States citizen locally hired by a foreign subsidiary
(including a domestic subsidiary operating abroad) or a foreign division of the
Company;

            (g)   Any employee who is included in a unit of employees covered by
a negotiated collective bargaining agreement which does not provide for his or
her membership in the Plan;

            (h)   Any individual who must be treated as an employee of the
Company for limited purposes under the leased employee provisions of Code
Section 414(n);

            (i)   Any individual providing services to the Company pursuant to a
contract
<PAGE>

designating him/her as an independent contractor or consultant;

            (j)   Any individual providing services to the Company pursuant to
an agreement between the Company and a third party;

            (k)   Any employee who is included in a group or classification of
employees on a payroll of a company designated by the Board of Directors as not
being eligible to participate in the Plan; or

            (l)   A Highly Compensated Employee with respect to the eligibility
to make Member Contributions or receive an allocation of Matching Contributions,
nonelective Contributions, Profit Sharing Contributions and Forfeitures only,
except as otherwise provided under Appendix E.

            A member of the Board of Directors of the Company is not eligible
for membership in the Plan unless he or she is also an Employee of the Company.

For purposes of this Section 2.17, a "Temporary Employee" means a person who:

                  (i) Is hired to fill a position which arises from either an
         emergency situation of the temporary absence of an Employee; and

                  (ii) Is subject, as a condition of such employment, to
         termination without prior notice at any time; and

                  (iii) Is designated by LS&CO. as a "Temporary Employee."

A person's status as an Employee will be determined by the Administrative
Committee and such determination will be conclusive and binding on all persons
notwithstanding and contrary determination of Employee status by any court or
governmental agency including, but not limited to, the Internal Revenue
Service."

            2.    Effective as of the date this amendment is adopted, the second
to last sentence of Section 2.66 of the EIP is hereby amended to read as
follows:

"All Service will be aggregated, whether or not such Service is performed
                  consecutively, and every partial month will be deemed to be
                  one full month of Service; except that for purposes of
                  eligibility under Section 3.1, an Employee must complete
                  twelve (12) full calendar months of Service."

            3.    Effective as of December 1, 1997, Section 4.7 of the EIP is
hereby amended by adding the following new paragraph (e) to read as follows:

                    ?(e) Treatment of Associated Matching Contributions. This
                         ----------------------------------------------
                  Section 4.7(e) clarifies that any Matching Contribution that
                  is associated with a Pre-Tax Contribution or Post-Tax
                  Contribution made by the Company for a Member that is reduced
                  for a Plan Year pursuant to Section 4.7 shall be forfeited and
                  be used to offset future Matching Contributions."
<PAGE>

            4.    Effective as of the date this amendment is adopted,
subparagraph (iv) of paragraph (c) of Section 9.3 of the EIP is amended to read
as follows:

?(iv)  A loan from the Member's Accounts under Section 10.1 or a loan from a
                  commercial source on reasonable terms, to the extent such loan
                  would not itself cause an immediate and heavy financial need."

            5.    Appendix E of the EIP is hereby amended in its entirety,
effective as of December 1, 1997, to read as follows:

"Pursuant to Section 3.5(b) of the Plan, the Highly Compensated Employees
                  described below are eligible to participate in this Plan as
                  Members:

                  1.   For any Plan Year ending in or after the 1996 calendar
                       year, Highly Compensated Employees whose compensation (as
                       determined pursuant to Section 2.23) for the prior Plan
                       Year did not exceed $95,000.?

                                     * * *

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto, on
November 22, 1999.

                                        LEVI STRAUSS & CO.


                                        _____/s/____________________________
                                        Donna J. Goya
                                        Senior Vice President
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

         WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Employee
Investment Plan of Levi Strauss & Co. (the "EIP"); and

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

         WHEREAS, LS&CO. desires to amend the EIP to provide that loans made on
or after February 1, 2000 shall (1) be immediately offset after ninety (90) days
after the date a Member terminates employment, and (2) generally be limited to
two outstanding loans at any one time; and

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of LS&CO. authorized Robert D. Haas, Chairman of the Board and Chief
Executive Officer, to adopt certain amendments to the EIP and to delegate to
certain other officers of LS&CO. the authority to adopt certain amendments to
the EIP; and

         WHEREAS, on December 2, 1996, Robert D. Haas delegated to Donna J.
Goya, Senior Vice President for Global Human Resources, the authority to amend
the EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREOF, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, the EIP is hereby amended as follows, effective as of
the dates set forth below:

1.   Effective as of February 1, 2000, paragraph (c) of Section 10.1 of the EIP
     is amended by adding the following sentence to the end thereof to read as
     follows:

     "Notwithstanding the foregoing, effective February 1, 2000, only 2 loans to
     a Member may be outstanding at any time; provided, however, that those
     existing loans as of February 1, 2000 in excess of 2 shall not be counted
     for purposes of this limitation."

2.   Effective as of February 1, 2000, paragraph (d) of Section 10.2 of the EIP
     is amended by read as follows:

          ?(d)  Repayment in Full.  All loans will provide for repayment in
                -----------------
     full, whether fromthe Member's Accounts or otherwise, on or before the
     earlier of:

     (i)    5 years after the date the loan is made (15 years after the date the
            loan is made if the loan is used to acquire the Member's principal
            residence);
<PAGE>

     (ii)   The date the Member's Plan Benefit is distributed under Section 11;
            or

     (iii)  In the case of any loan made on or after February 1, 2000, ninety
            (90) days after the date the Member terminates employment for any
            reason with the Company or an Affiliated Company and is not a party
            in interest with respect to the Plan under Section 3(14) of the Act.

In the event that a Member's loan is repaid due to termination of employment, in
accordance with (iii) above, such Member's entire unpaid loan balance will
become immediately due and payable by way of an offset of such Member's
corresponding Accounts, as described under Sections 10.3 and 10.4.?

                                     * * *

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto, on
December 23, 1999.

                                             LEVI STRAUSS & CO.


                                             ____/s/_________________________
                                             Donna J. Goya
                                             Senior Vice President
<PAGE>

                         LEVI STRAUSS ASSOCIATES INC.
                         EMPLOYEE LONG-TERM INVESTMENT
                               AND SAVINGS PLAN

                                  APPENDIX D

                        ADDITIONAL ELIGIBLE WITHDRAWALS

         In accordance with Section 8.3(b)(viii), losses relating to natural
disasters described herein may form a basis for withdrawals.

         1.   (a)  Description of Natural Disaster.

                   Las Vegas Storm/Flood in Summer 1999





              (b)  Limitations.

                   None


                         /s/
                   ----------------------------------------------
                   Donna J. Goya, Senior Vice President


                   12/23/99
                   --------
                   Date
<PAGE>

                          EMPLOYEE INVESTMENT PLAN OF
                              LEVI STRAUSS & CO.

                                  AMENDMENTS

         WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Employee
Investment Plan of Levi Strauss & Co. (the "EIP"); and

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

         WHEREAS, LS&CO. desires to amend the EIP effective April 3, 2000 to
eliminate the one year service requirement for employee contributions; and

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of LS&CO. authorized Robert D. Haas, Chairman of the Board, to adopt
certain amendments to the EIP and to delegate to certain other officers of
LS&CO. the authority to adopt certain amendments to the EIP; and

         WHEREAS, on December 2, 1996, Robert D. Haas delegated to Donna J.
Goya, Senior Vice President for Global Human Resources, the authority to amend
the EIP, subject to specified limits, and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

         WHEREOF, the amendments herein are within such limits to the delegated
authority of Donna J. Goya;

         NOW, THEREFORE, the EIP is hereby amended as follows, effective as of
the dates set forth below:

1.       Effective as of April 3, 2000, the second to last sentence of Section
2.66 of the EIP is hereby amended to read as follows:

"All Service will be aggregated, whether or not such Service is performed
consecutively, and every partial month will be deemed to be one full month of
Service, except that only full calendar months will be taken into account for
purposes of eligibility for (a) becoming a Member under Section 3.1 and, (b) the
Matching Contribution under Section 5.1?

2.        Effective as of April 3, 2000, Section 3.1 of the EIP is hereby
amended in its entirety to read as follows:

     ?3.1 Commencement of Membership. Each Employee who was a Member in the
          --------------------------
Plan on the Effective Date will continue to be a Member. Prior to April 3, 2000,
each Employee who was not a Member in the Plan on the Effective Date, will
become a Member in the Plan on the first day of the pay period coinciding with
or next following the day on which he or she completes a Year of Service.
Effective as of April 3, 2000, each Employee will become a Member in the Plan on
the first day of the pay period coinciding with or next following the date such
Employee performs one Hour of Service. Upon becoming a Member, an Employee will
<PAGE>

designate a Beneficiary under Section 2.8 and Section 14.?

3.       Effective as of April 3, 2000, the first sentence of Section 5.1 of the
EIP is hereby amended to read as follows:

"Except as provided below, for each period (an "Accumulated Period") during a
Plan Year with respect to the pay period coinciding with or next following the
day on which a Member completes a year of Service, the Company will make a
Matching Contribution to the Plan in an amount equal to 50% of each Member's
Contributions for the Accumulation Period."

                                     * * *

         IN WITNESS WHEREOF, the undersigned has set your hand hereunto, on
March 10, 2000.

                                            LEVI STRAUSS & CO.


                                            _______________/s/_______________
                                            Donna J. Goya
                                            Senior Vice President