<PAGE>

                                                                   EXHIBIT 10.24
                          GLOBAL SUCCESS SHARING PLAN


                                   ARTICLE I

                                    PURPOSE
     Section 1.

          Section 1.1.  The Global Success Sharing Plan is designed to provide
the world-wide employees of Levi Strauss & Co. ("Company") and its Subsidiaries
with the opportunity to share in the value created during the six-year period
following the acquisition of LSAI by the Company, by providing a cash payment to
them if the Company achieves specified cash flow objectives on a consolidated
basis.

                                  ARTICLE II

                                  DEFINITIONS

          "Administrator" means the Human Resources Council of the Company.

          "Adjusted Pool Amount" means the Aggregate Pool Amount less the sum of
all Interim Payouts.

          "Aggregate Pool Amount" is the applicable portion (if any) of
cumulative EBITDA during the Measurement Period available for distribution to
Eligible Participants, which will be calculated in accordance with Section 6.1.

          "Aggregate Target Payout Amount" means an amount, which will be
calculated as of the last day of the Measurement Period, equal to the sum of all
individual Target Payout Amounts excluding the Target Payout Amount for any
Eligible Participant who receives an Interim Payout.

          "Applicable EBITDA Percentage" means, the percentage corresponding to
a specific level of cumulative EBITDA as set forth in Annex A.
                                                      -------

          "Board" means the Board of Directors of the Company.

          "Cause" means good reason for termination of employment, as determined
by the Administrator, in its sole discretion, including, but not limited to,
substandard performance, unacceptable behavior, or poor attendance.  For the
purposes of the Plan, misconduct is not included in this definition and is
outlined separately under "Misconduct". The fact that an employee is terminated
for "cause" within the meaning of a particular jurisdiction's laws, regulations,
governing judicial precedents or employment practice, will not mean that such
employee has been
<PAGE>

terminated for Cause for purposes of this Plan unless the Administrator, in its
sole discretion, so determines.

          "Company" means Levi Strauss & Co., a Delaware corporation, and any
successor by operation of law thereto, including by reason of merger,
consolidation or similar transaction, or otherwise.

          "Compensation" means the amount of a Participant's annual compensation
in effect as of April 17, 1996 (stated in non-U.S. currency, where applicable),
determined in accordance with the formula applicable to such Participant, as set
forth in Article V.  Compensation is used to determine the U.S. Dollar-based
Target Payout Amount.

          "EBITDA" means the audited net income of the Company on a consolidated
basis before (1) interest, (2) taxes, (3) depreciation, (4) amortization, (5)
costs and expenses relating to the Company's acquisition of LSAI, including
compensation-related expenses resulting from such acquisition, such as with
respect to stock options and stock appreciation rights, and (6) all accruals and
expenses directly relating to the operation of the Plan.

          "Effective Date" means November 27, 1995, which was the first day of
fiscal 1996.

          "Eligible Participant" has the meaning set forth in Section 4.3.

          "Eligible Quarters" means the number of full fiscal quarters a
Participant is employed during the Measurement Period.  Eligible Quarters are
used to determine whether a Plan Participant is an Eligible Participant, as
outlined in Section 4.3, and to determine such Eligible Participant's Eligible
Quarter Percent.  The following three factors exist in calculating Eligible
Quarters:

          1.  For most Participants, Eligible Quarters equals the number of full
              fiscal quarters between the Employment Date and the earlier of (1)
              the termination of such Participant's status as an employee of the
              Company or any Subsidiary of the Company and (2) the last day of
              the Measurement Period;

          2.  For Participants who terminate (other than for Misconduct) during
              the Measurement Period and subsequently are rehired within one
              year of that termination date, the calculation of Eligible
              Quarters is different. It equals the sum of (1) the number of full
              consecutive fiscal quarters worked by such Participant during the
              Measurement Period before such termination plus (2) the number of
              full consecutive fiscal quarters worked by such Participant during
              the Measurement Period after such rehiring;

                                      -2-
<PAGE>

          3.   Normally, an approved leave of absence would not constitute a
               break in service, and the time of such leave would be included in
               calculating the number of full fiscal quarters served. The
               Administrator, however, reserves the right to approve whether
               particular leaves of absence will constitute a break in service.

          "Eligible Quarter Percent" equals, except as noted in the exception
below, a fraction, the numerator of which is an Eligible Participant's Eligible
Quarters and the denominator of which is 24 (the number of full fiscal quarters
over the life of the Plan).  As an example, the equation for an Eligible
Participant's Eligible Quarter Percent is:

                ----------------------------------------------
                  Eligible Quarters / 24 Total Plan Quarters
                ----------------------------------------------

For any Eligible Participant (1) who is a U.S. Hourly Participant, and (2) who
was employed throughout 1996 and (3) who is terminated due to Plant Closure
after the last day of fiscal year 1996, the "Eligible Quarter Percent" will
equal 100% regardless of number of actual quarters worked.

          "Employment Date" means, for any Participant, the later of (1) the
Effective Date and (2) the date of such Participant's initial employment with
the Company or a Subsidiary of the Company.

          "Final Exchange Rate" means the Company's internal balance sheet
exchange rate in effect as of the end of fiscal year 2001.  It is used for
converting U.S. Dollars amounts into the applicable non-U.S. currency at the end
of the Plan.  In the event that an exchange rate is needed that is not listed on
the Company's internal balance sheet, one will be determined by the
Administrator.  This determination, which will be conclusive and binding on all
Participants, will be arrived at  in consultation with the Company's treasury
department and based on one or more published applicable exchange rates in
effect as of the end of fiscal year 2001.

          "Final Payout Factor" equals a fraction, the numerator of which is the
Adjusted Pool Amount and the denominator of which is the Aggregate Target Payout
Amount.  This percent will then be applied to each Eligible Participant's Target
Payout Amount to determine his or her ultimate payout.  As an example, the
equation for the Final Payout Factor is:

            --------------------------------------------------------
             Adjusted Pool Amount / Aggregate Target Payout Amount
            --------------------------------------------------------

          "Hourly" means those employees within the U.S. which include, without
limitation, Union employees, others in similar types of work situations or who
similarly participate in Levi's annual Cash Performance Plan.  In all events,
Hourly status will be determined by the Administrator and will be conclusive and
binding on all Participants.

                                      -3-
<PAGE>

          "Initial Exchange Rate" means the Company's internal balance sheet
exchange rate in effect for April, 17 1996, as set forth in Annex B.  It is used
                                                            -------
for converting any applicable non-U.S. currency into U.S. Dollars during the
Plan.  In the event that an exchange rate is needed, but is not listed on the
Company's internal balance sheet, one will be determined by the Administrator.
This determination, which will be conclusive and binding on all Participants,
will be arrived at in consultation with the Company's treasury department and
based on one or more published applicable exchange rates in effect on April 17,
1996.

          "Interim Exchange Rate" as of any date in a given fiscal quarter,
means the Company's internal balance sheet exchange rate for converting U.S.
Dollars into any applicable non-U.S. currency, at the end of that fiscal
quarter.  The Interim Exchange Rate is used to determine Interim Payouts.   In
the event that an exchange rate is needed, but is not listed on the Company's
internal balance sheet, one will be determined by the Administrator.  This
determination, which will be conclusive and binding on all Participants, will be
arrived at in consultation with the Company's treasury department and based on
one or more published applicable exchange rates in effect at the end of the
affected fiscal quarter.

          "Interim Payout" means the amount of any payment made to a Participant
prior to the expiration of the Measurement Period.  The rules for the
calculation of this amount are set forth in Section 6.2 (b).

          "Measurement Period" means the period from the Effective Date through
the end of fiscal year 2001.

          "Misconduct" means termination of employment for reasons of
misconduct, as determined by the Administrator, in its sole discretion. The fact
that an employee is terminated for "misconduct" within the meaning of a
particular jurisdiction's laws, regulations, governing judicial precedents or
employment practice, will not mean that such employee has been terminated for
Misconduct for purposes of this Plan unless the Administrator, in its sole
discretion, so determines.

          "Participant" has the meaning set forth in Section 4.1.

          "Plan" means the Global Success Sharing Plan.

          "Projected Cumulative EBITDA" for any given fiscal quarter, means the
amount of projected cumulative EBITDA set forth in Annex C for such fiscal
                                                   -------
quarter.

          "Subsidiary" means any corporation of which more than 50% of the
outstanding shares having ordinary voting power are owned or controlled by the
Company, and any other entity that the Board, in its sole discretion, deems to
be a Subsidiary.

                                      -4-
<PAGE>

          "Target Payout Amount" equals an amount calculated for an Eligible
Participant which is the product of such Eligible Participant's Compensation
multiplied by the Eligible Participant's Eligible Quarter Percent.  This amount
is U.S. Dollar-based, using the Initial Exchange Rate, and is used to determine
the Aggregate Target Payout Amount.  As an example, the equation for an Eligible
Participant's Target Payout Amount is:

        ------------------------------------------------------------
             Participant              Participant          Initial
            Compensation     X         Eligible      X    Exchange
         (In Local Currency)        Quarter Percent          Rate
        ------------------------------------------------------------

                                  ARTICLE III

                                 ADMINISTRATOR
     Section 3.

          Section 3.1.  Plan Administration.  The Plan will be administered by
                        -------------------
the Administrator with the assistance of such other person or persons as the
Administrator designates from time to time.  In administering the Plan, the
Administrator may at its option employ compensation consultants, accountants and
counsel (who may be the independent auditors and outside counsel and
compensation consultants of the Company) and other persons to assist or render
advice to the Administrator, all at the expense of the Company.  The
Administrator may delegate some or all of its responsibilities to officers or
employees of the Company or its Subsidiaries and/or to such other parties as the
Administrator may deem appropriate.  The Administrator's determinations as to
all matters, including calculations of cumulative EBITDA, and amounts which may
be due under the Plan, will be conclusive and binding on all Participants.


                                  ARTICLE IV

                                  ELIGIBILITY
     Section 4.

          Section 4.1.  General.  Subject to the other provisions of this Plan,
                        -------
each person (a) who on or after the Effective Date and on or before the first
day of fiscal year 1999 is listed in the records of the Company or any of its
Subsidiaries as an employee in accordance with the practices of the Company and
the Subsidiaries with respect to listing employees in the records and (b) who is
eligible to participate in any of the incentive plans or cash sharing plans of
the Company or any of its Subsidiaries (without regard to any eligibility-
related waiting period under any such incentive or cash sharing plan), will be a
"Participant" in the Plan.  Participants will only become eligible for cash
payments under the Plan if they are Eligible Participants as defined in Section
4.3.

                                      -5-
<PAGE>

          Section 4.2.  Temporary Employees, Independent Contractors, not
                        -------------------------------------------------
Eligible.  For purposes of the Plan, employment as a term or temporary employee
--------
and service as an independent contractor will not be treated as employment and a
person who is so employed or who so serves will not be treated for purposes of
this Plan as a Participant.

          Section 4.3.  Continuous Employment Requirement.
                        ---------------------------------

          (a)  Subject to paragraphs (b) through (c), and to the other terms and
conditions of the Plan, an individual will be an "Eligible Participant", and
thereby eligible to receive a cash payment under the Plan, only if he or she
qualifies as a Participant, as defined in Section 4.1, for a period of at least
12 Eligible Quarters during the Measurement Period.  A Participant need not be
an employee on the last date of the Measurement Period in order to be an
Eligible Participant.

          (b)  Notwithstanding the foregoing provisions of this Section 4.3, if
a Participant's employment is terminated, the minimum threshold of Eligible
Quarters listed in the following table are required for the Participant to be
deemed an Eligible Participant:

----------------------------------------------------------------------------
                               ELIGIBLE
                               QUARTER
 TERMINATION TYPE             THRESHOLD       COMMENTS/PROVISIONS
 ----------------------------------------------------------------------------
 Death                             4
----------------------------------------------------------------------------
 Disability                        4
----------------------------------------------------------------------------
 Involuntary with Cause           12          Cause as defined in Plan
----------------------------------------------------------------------------
 Involuntary without Cause         4          Cause as defined in Plan
----------------------------------------------------------------------------
 Layoff                            4
----------------------------------------------------------------------------
 Misconduct                   Not Eligible    Misconduct as defined in Plan
----------------------------------------------------------------------------
 Retirement                        4          In accordance with applicable
                                               pension plans
----------------------------------------------------------------------------
 Voluntary                        12
----------------------------------------------------------------------------

For purposes of this Section 4.3(b), if a Subsidiary or other business unit of
the Company is sold or otherwise disposed of during the Measurement Period,
persons who are employed by that Subsidiary or business unit immediately prior
to the time such sale or disposition is consummated shall be deemed terminated
involuntarily and not for Cause as of the date such sale or disposition is
consummated.

          (c) For purposes of Article IV, where reference is made to an
individual being "listed in the records" of the Company or its Subsidiaries as
an employee, the

                                      -6-
<PAGE>

presumption will be that the records of the Company and its Subsidiaries are
accurate, but actual employment status will govern. Consequently, if, in
accordance with Company practice, an individual should have been listed in the
records as an employee, but was not so listed, such individual will be deemed so
listed and, conversely, if, in accordance with Company practice, an employee
should not have been listed in the records as an employee, such individual will
be deemed not so listed. The fact that an individual may be characterized as an
"employee" for purposes other than the Plan (for example, taxes, or tort law)
will not govern whether an employee was, or should have been "listed in the
records" as employee in accordance with Company practice. In the event of any
dispute as to employment status, the Administrator will determine, based on the
records of the Company and its Subsidiaries and such other evidence as the
Administrator takes into account whether, and during what period, an individual
should have been listed in the records as an employee, and the Administrator's
decision will be conclusive and binding on all parties.


                                   ARTICLE V

                        DETERMINATION OF "COMPENSATION"
     Section 5.

          Section 5.1.  Hourly Employees.  For purposes of the Plan, (a)
                        ----------------
"Compensation" for any Hourly Participant who is employed in the United States
will mean $17,597 and (b) "Compensation" for any Participant paid on a similar
basis who is employed outside the United States is intended to be based on
compensation levels in effect on April 17, 1996 and will be determined by the
Administrator.

          Section 5.2.  Salaried Employees.
                        ------------------

          (a)  For purposes of the Plan, "Compensation" for any non-Hourly
Participant who is employed by the Company or a Subsidiary of the Company on
April 17, 1996 means such Participant's annual base salary as of April 17, 1996.
For purposes of Section 5.2, "annual base salary" will be calculated before any
salary reduction contribution made to 401(k) or deferred compensation plans but
will not include (1) awards under any bonus, profit, cash sharing plan
(including, without limitation, the Partners in Performance program and the
Long-Term Performance Plan), or stock options, restricted stock or stock
appreciation rights, (2) any cash payments relating to the impact of the
acquisition of LSAI by the Company on the EIP, ELTIS or ESAP plans, (3) any
Company matching contribution under any plan, (4) overtime, or (5) any other
special awards, and portions of any Participant's salary that were voluntarily
deferred by the Participant will be deemed to have been paid to such Participant
in the year earned, not in the year received.

          (b)  For purposes of the Plan, "Compensation" for any non-Hourly
Participant who is hired after April 17, 1996 means an amount equal to the
implied 1996

                                      -7-
<PAGE>

annual base salary for such Participant, which will be calculated by applying
the "compa ratio" relating to such Participant's annual base salary as of the
date of hire to the salary range used as of April 17, 1996.


                                  ARTICLE VI

                       DETERMINATION AND PAYMENT OF POOL
     Section 6.

          Section 6.1.  Determination of Aggregate Pool Amount.  Except as
                        --------------------------------------
specifically provided in this Article VI, no Participant will receive any cash
payment under the Plan unless (a) such Participant is an Eligible Participant
and (b) cumulative EBITDA during the Measurement Period equals or exceeds $5.0
billion.  If cumulative EBITDA during the Measurement Period reaches that level,
a percentage of that cumulative EBITDA will be payable to Eligible Participants
as set forth herein.  For purposes of any payment to an Eligible Participant
following the end of the Measurement Period, the Aggregate Pool Amount will be a
percentage of cumulative EBITDA during the Measurement Period equal to the
Applicable EBITDA Percentage.

          Section 6.2.  Determination of Individual Cash Payments.
                        -----------------------------------------

          (a)  Except as provided in Section 6.2(b), the amount paid to each
Eligible Participant under the Plan will be equal to the product of (1) such
Eligible Participant's Target Payout Amount and (2) the Final Payout Factor.  As
an example, the equation for an Eligible Participant's payout amount is:

                            -----------------------
                             Target          Final
                             Payout    X    Payout
                             Amount         Factor
                            -----------------------

          (b)  The amount paid to an Eligible Participant under the Plan as an
Interim Payout pursuant to Section 6.3(c) as a result of death will be equal to
the product of (1) such Participant's Target Payout Amount, (2) a fraction, the
numerator of which will be actual cumulative EBITDA from the beginning of the
Measurement Period through the end of the last full fiscal quarter the
Participant was employed, and the denominator of which will be Projected
Cumulative EBITDA, as set forth in Annex C, for the last full fiscal quarter the
                                   --------
Participant was employed.  As an example, the equation for an Eligible
Participant's Interim Payout Amount is:

     --------------------------------------------------------------------
       Target       Actual Cumulative             Projected Cumulative
       Payout  X      EBITDA as of        /          EBITDA as of
       Amount       Last Quarter Employed         Last Quarter Employed
     --------------------------------------------------------------------

                                      -8-
<PAGE>

          (c)  The amount paid to an Eligible Participant under the Plan who
receives an Interim Payout pursuant to Section 6.3(b) for a reason other than
death will be determined by the Administrator, in its sole discretion.

          (d)  Amounts payable pursuant to this Section 6.2 will be first
calculated in U.S. Dollars based on the Initial Exchange Rate (which is used to
convert Compensation into U.S. Dollars in order to calculate Target Payout
Amounts).  Payments to individuals employed outside of the United States will,
however, be made in the applicable local currency in an amount calculated by
converting the U.S. Dollar amount calculated hereunder into the local currency
based on (1) the Final Exchange Rate for payouts under Section 6.2(a) and (2)
the Interim Exchange Rate of the last fiscal quarter the Eligible Participant
was employed for payouts under Sections 6.2(b) or (c).

          Section 6.3.  Timing of Cash Payments; Interim Payouts.
                        ----------------------------------------

          (a)  Except as otherwise provided in this Section 6.3, all payments
under the Plan will be made as soon as practicable following the end of the
Measurement Period.

          (b)  Payments under the Plan to any Eligible Participant whose
employment is terminated for any reason other than death will be made only at
the end of the Measurement Period.

          (c)  All Eligible Participants whose employment is terminated by
reason of death will be entitled to an Interim Payout. Such Interim Payout will
be made as soon as practicable following the employee's death, taking into
account reasonable time periods for making the necessary calculations hereunder.


                                  ARTICLE VII

                              SPECIAL PROVISIONS
     Section 7.

          Section 7.1.  Interpretation.  The Administrator will have the power
                        --------------
in its sole discretion to interpret the Plan and to adopt such rules and
procedures as it may deem appropriate for the administration and implementation
of the Plan.  Such rules and procedures may include, without limitation,
procedures for making required calculations and applying formulas including as
to the amount of "Compensation" for employees, the amount of cumulative EBITDA,
procedures for conversion of amounts denominated in U.S. dollars into foreign
currency and vice-versa, as well as procedures for Plan payments before the end
of, or at the end of, the Measurement Period.

          Section 7.2.  Certain Amendments.  Notwithstanding the provisions of
                        ------------------
Section 8.1, the Administrator may make such amendments and modifications to the

                                      -9-
<PAGE>

Plan as may be required to comply or conform with local law, regulation or
custom. Such amendments and modifications may have limited application to a
specific Subsidiary, division or jurisdiction and need not apply to all
Participants. Any amendment made in accordance with this Section 7.2 which the
Administrator reasonably believes is a material amendment will require approval
of the Board. Each such amendment or modification will be in writing and
attached to this Plan.

                                 ARTICLE VIII

                           AMENDMENT AND TERMINATION
     Section 8.

          Section 8.1.  The Board will have the right in its sole discretion to
amend or terminate the Plan.

                                  ARTICLE IX

                                 MISCELLANEOUS

     Section 9.

          Section 9.1.  Withholding of Employee Taxes.  The Company and its
                        -----------------------------
Subsidiaries, as appropriate, will be entitled to withhold from all payments
under the Plan any and all Federal, state, or local taxes of any kind required
by law to be withheld with respect to such payments.

          Section 9.2.  No Right to Employment.  Nothing contained in the Plan
                        ----------------------
will be construed as or be evidence of any contract of employment with any
Participant for a term of any length.  Neither the adoption of the Plan nor the
participation in the Plan by a Participant will confer upon any employee any
right to continued employment nor will it interfere in any way with the right of
the Company or any of its Subsidiaries to terminate the employment of any
employee to the extent otherwise permitted at any time.

          Section 9.3.  Nature of Plan Payments.
                        -----------------------

          (a)  The Plan is intended to provide only for a one-time special cash
payment, payment of which is not systematically deferred to the termination of
employment or beyond and which does not provide retirement income to employees,
within the meaning of Department of Labor Regulation Section 2510.3-2(c).
Payments under the Plan will be paid from the general funds of the Company or
its Subsidiaries, as appropriate, and no special or separate fund will be
established or other segregation of assets made to assure payment.

                                      -10-
<PAGE>

          (b)  No Participant or other person will have under any circumstances
any interest in any particular property or assets of the Company or its
Subsidiaries.  The benefits conferred by the Plan and the interests thereunder
are not intended to be equity interests in the Company or its Subsidiaries and
Participants will have no equity interest in the Company or its Subsidiaries by
virtue of their participation in the Plan.  The individuals entitled to benefits
conferred by the Plan and the interests thereunder will have no voting or
similar rights, or rights to financial or other information concerning the
Company or its Subsidiaries.  Such benefits and interests will not be
transferable or assignable under any circumstances, other than payments under
the Plan in the event of an Eligible Participant's death, which will be
transferable by will or the laws of descent and distribution.

          Section 9.4.  No Limit on Capital Structure Changes.  Neither the
                        -------------------------------------
establishment and operation of, nor the creation of any interests under, this
Plan, limits the ability of the Company or of any Subsidiary to reclassify,
recapitalize or otherwise change its capital or debt structure or to merge,
consolidate, convey any or all of its assets, dissolve, liquidate, windup or
otherwise reorganize.

          Section 9.5.  Other Benefits.  No creation of interests, or payment of
                        --------------
cash, under this Plan shall be taken into account in determining any benefits
under any compensation, pension, retirement, savings, profit sharing, group
insurance, welfare or other employee benefit plan of the Company or any
Subsidiary.

          Section 9.6.  All Provisions; Name.  This Plan, together with the
                        --------------------
Annexes, represents the final, exclusive and complete statement of the terms of
the Plan, and supersedes any and all prior or contemporaneous understandings,
representations, documents and communications of the Company, its Subsidiaries
and the Employees, whether oral or written, relating to its subject matter.  The
formal name of this Plan is the "Global Success Sharing Plan" of Levi Strauss &
Co.

          Section 9.7.  Governing Law.  The Plan will be governed by and
                        -------------
construed in accordance with the laws of the State of California, without regard
to its principles of conflict of laws.

          This Plan was adopted by the Board of Directors of the Company on
April 23, 1996.

                                                  Levi Strauss & Co.

                                                  By: ___________________
                                                       Robert D. Haas
                                                        Chairman and
                                                        Chief Executive Officer

                                      -11-
<PAGE>

                                                                         ANNEX A
                         APPLICABLE EBITDA PERCENTAGES


            Level of Cumulative
            EBITDA during the            Applicable
            Measurement Period           Percentage
            ------------------           ----------



     Greater than $0 and less than
     $5.0 billion                              0%

     Greater than or equal to $5.0
     billion and less than $6.0 billion        3%

     Greater than or equal to $6.0
     billion and less than $7.0 billion        5%

     Greater than or equal to $7.0
     billion and less than $7.58 billion       8%

     Greater than or equal to $7.58 billion   10%

                                      A-1
<PAGE>

                                                                         ANNEX B


     CURRENCY                APRIL 17, 1996 RATE
     --------                -------------------

Argentinean Peso                      1.00
Austrian Schilling                    10.6304
Australian Dollar                     .79
Belgian Franc                         30.95
Brazilian Real                        .99
Canadian Dollar                       .74
Swiss Franc                           1.23
Chilean Peso                          407
Colombian Peso                        1,054
Costa Rican Colon                     203
Deutsche Mark                         1.51
Danish Krone                          5.81
European Currency Unit                1.24
Spanish Peseta                        126
Finish Markka                         4.73
French Franc                          5.12
British Pound                         1.51
Greek Drachma                         242
Hong Kong Dollar                      7.74
Hungarian Forint                      149
Indonesian Rupiah                     2,327
Irish Pound                           1.56
Israeli Shekel                        3.17
Indian Rupee                          34.20
Italian Lira                          1,577
Japanese Yen                          108
South Korean Won                      779
Moroccan Dirham                       8.68
Netherlands Guilder                   1.68
Maltese Pound                         .36
Mexican Peso                          7.42
Malaysian Ringgit                     2.49
Norwegian Krone                       6.50
New Zealand Dollar                    .68

                                      B-1
<PAGE>

                                                                         ANNEX B

     CURRENCY                APRIL 17, 1996 RATE
     --------                -------------------

Peruvian Sol                       2.36
Philippine Peso                    26.18
Pakistani Rupee                    34.63
Polish Zloty                       2.6235
Portuguese Escudo                  155
Swedish Krona                      6.75
Singapore Dollar                   1.41
Thai Baht                          25.33
Turkish Lira                       73,402
New Taiwan Dollar                  27.15
Venezuelan Bolivar                 285
Czech Republic Crowns              27.61
South African Rand                 4.23
Russian Ruble                      4,912
Mauritian Rupee                    19.28
Slovak Republic Crowns             30.45
Uruguayan Peso                     7.53
Honduran Lempura                   11.02
Dominican Peso                     13.71
El Salvador Colon                  8.73
Guatemala Quetzal                  6.12
Tunisian Dinar                     .98

                                      B-2
<PAGE>

                                                                         ANNEX C

                                       Projected
                                      Cumulative
                                       EBITDA
                                       ------
       Fiscal 1996                  (In millions)

           Q1                         $  238
            2                            476
            3                            714
            4                            952

       Fiscal 1997
           Q1                          1,211
            2                          1,470
            3                          1,729
            4                          1,988

       Fiscal 1998
           Q1                          2,272
            2                          2,556
            3                          2,840
            4                          3,124

       Fiscal 1999
           Q1                          3,460
            2                          3,796
            3                          4,132
            4                          4,468

       Fiscal 2000
           Q1                          4,845
            2                          5,222
            3                          5,599
            4                          5,976

       Fiscal 2001
           Q1                          6,377
            2                          6,778
            3                          7,179
            4                          7,580

For purposes of the Plan, all references to fiscal quarters or fiscal years will
mean fiscal quarters and years in accordance with the Company's fiscal year in
effect as of the end of fiscal year 2001.

                                      C-1