<PAGE>

                                                                     EXHIBIT 4.1

                              LEVI STRAUSS & CO.

                                    ISSUER

                                      AND

                                CITIBANK, N.A.

                                    TRUSTEE

                             _____________________

                                   INDENTURE

                         Dated as of November 6, 1996

                             _____________________

                               U.S. $350,000,000

                                  6.80% NOTES
                             DUE NOVEMBER 1, 2003

                                      and

                               U.S. $450,000,000

                                  7.00% NOTES
                             DUE NOVEMBER 1, 2006
<PAGE>

                               TABLE OF CONTENTS

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                                             ARTICLE I

                                  DEFINITIONS AND OTHER PROVISIONS
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Section 1.1   Definitions..........................................................................        1
Section 1.2   Compliance Certificates and Opinions; Form of Documents Delivered to Trustee.........        9
Section 1.3   Acts of Holders of Securities........................................................       10
Section 1.4   Notices, Etc.........................................................................       12
Section 1.5   Notice to Holders of Securities; Waiver..............................................       13
Section 1.6   Effect of Headings and Table of Contents.............................................       13
Section 1.7   Successors and Assigns...............................................................       13
Section 1.8   Separability Clause..................................................................       13
Section 1.9   Benefits of Indenture................................................................       13
Section 1.10  Governing Law........................................................................       14
Section 1.11  Legal Holidays.......................................................................       14
Section 1.12  Conflict with Trust Indenture Act....................................................       14

                                           ARTICLE II

                                         SECURITY FORMS

Section 2.1   Forms of Securities Generally........................................................       14
Section 2.2   Form of Face of 6.80% Notes..........................................................       16
Section 2.3   Form of Reverse of 6.80% Notes.......................................................       20
Section 2.4   Form of Trustee's Certificate of Authentication of 6.80% Notes.......................       22
Section 2.5   Form of Face of 7.00% Notes..........................................................       22
Section 2.6   Form of Reverse of 7.00% Notes.......................................................       26
Section 2.7   Form of Trustee's Certificate of Authentication of 7.00% Notes.......................       28

                                          ARTICLE III

                                        THE SECURITIES

Section 3.1   Title and Terms......................................................................       29
Section 3.2   Denominations........................................................................       30
Section 3.3   Execution, Authentication, Delivery and Dating.......................................       30
Section 3.4   Temporary Securities.................................................................       31
Section 3.5   Registration, Registration of Transfer and Exchange: Restrictions on Transfer........       31
Section 3.6   Mutilated, Destroyed, Lost or Stolen Securities......................................       37
Section 3.7   Payment of Principal and Interest, Interest Rights Preserved.........................       38
Section 3.8   Persons Deemed Owners................................................................       39
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Section 3.9   Cancellation.........................................................................     39
Section 3.10  Computation of Interest..............................................................     40
Section 3.11  CUSIP Numbers........................................................................     40

                                           ARTICLE IV

                                     SATISFACTION AND DISCHARGE

Section 4.1   Satisfaction and Discharge of Indenture..............................................     40
Section 4.2   Application of Trust Money...........................................................     41

                                            ARTICLE V

                                            REMEDIES

Section 5.1   Events of Default....................................................................     41
Section 5.2   Acceleration of Maturity, Rescission and Annulment...................................     43
Section 5.3   Collection of Indebtedness and Suits for Enforcement by Trustee......................     44
Section 5.4   Trustee May File Proofs of Claim.....................................................     44
Section 5.5   Trustee May Enforce Claims Without Possession of Securities..........................     45
Section 5.6   Application of Money Collected.......................................................     45
Section 5.7   Limitation on Suits..................................................................     46
Section 5.8   Unconditional Right of Holders to Receive Principal and Interest.....................     46
Section 5.9   Restoration of Rights and Remedies...................................................     47
Section 5.10  Rights and Remedies Cumulative.......................................................     47
Section 5.11  Delay or Omission Not Waiver.........................................................     47
Section 5.12  Control by Holders of Securities.....................................................     47
Section 5.13  Waiver of Past Defaults..............................................................     48
Section 5.14  Undertaking for Costs................................................................     48
Section 5.15  Waiver of Stay or Extension Laws.....................................................     48

                                         ARTICLE VI

                                        THE TRUSTEE

Section 6.1   Certain Duties and Responsibilities..................................................     49
Section 6.2   Notice of Defaults...................................................................     50
Section 6.3   Certain Rights of Trustee............................................................     50
Section 6.4   Not Responsible for Recitals or Issuance of Securities...............................     51
Section 6.5   May Hold Securities, Act as Trustee Under Other Indentures...........................     51
Section 6.6   Money Held in Trust..................................................................     51
Section 6.7   Compensation and Indemnification of Trustee and Its Prior Claims.....................     51
Section 6.8   Corporate Trustee Required; Eligibility..............................................     52
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Section 6.9   Resignation and Removal; Appointment of Successor....................................     53
Section 6.10  Acceptance of Appointment by Successor...............................................     54
Section 6.11  Appointment of Co-Trustee or Separate Trustee........................................     54
Section 6.12  Merger, Conversion, Consolidation or Succession to Business..........................     55
Section 6.13  Authenticating Agent.................................................................     56
Section 6.14  Disqualification; Conflicting Interests..............................................     57

                                            ARTICLE VII

                              HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1   Company to Furnish Trustee Names and Addresses of Holders............................     57
Section 7.2   Preservation of Information; Communications to Holders...............................     57
Section 7.3   Reports by the Company...............................................................     58

                                            ARTICLE VIII

                             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1   Company May Consolidate, Etc., Only on Certain Terms.................................     58
Section 8.2   Successor Substituted................................................................     59

                                            ARTICLE IX

                                     SUPPLEMENTAL INDENTURES

Section 9.1   Supplemental Indentures Without Consent of Holders of Securities.....................     59
Section 9.2   Supplemental Indentures With Consent of Holders of Securities........................     60
Section 9.3   Trustee Protected....................................................................     61
Section 9.4   Execution of Supplemental Indentures.................................................     61
Section 9.5   Effect of Supplemental Indentures....................................................     61
Section 9.6   Reference in Securities to Supplemental Indentures...................................     61
Section 9.7   Notice of Supplemental Indentures....................................................     62

                                            ARTICLE X

                                  MEETINGS OF HOLDERS OF SECURITIES

Section 10.1  Purposes for Which Meetings May Be Called............................................     62
Section 10.2  Call, Notice and Place of Meetings...................................................     62
Section 10.3  Persons Entitled to Vote at Meetings.................................................     63
Section 10.4  Quorum; Action.......................................................................     63
Section 10.5  Determination of Voting Rights; Conduct and Adjournment of Meetings..................     63
Section 10.6  Counting Votes and Recording Action of Meetings......................................     64
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                                       ARTICLE XI

                                       COVENANTS
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Section 11.1   Payment of Principal and Interest....................................................       65
Section 11.2   Maintenance of Offices or Agencies...................................................       65
Section 11.3   Money for Security Payments To Be Held in Trust......................................       65
Section 11.4   Corporate Existence..................................................................       67
Section 11.5   Maintenance of Properties............................................................       67
Section 11.6   Maintenance of Insurance.............................................................       67
Section 11.7   Compliance with Laws.................................................................       67
Section 11.8   Payment of Taxes and Claims..........................................................       67
Section 11.9   Delivery of Certain Information......................................................       68
Section 11.10  Limitation on Liens..................................................................       68
Section 11.11  Limitation on Sale and Leaseback Transactions........................................       69
Section 11.12  Statement by Officers as to Default..................................................       70
Section 11.13  Resale of Certain Securities.........................................................       70
Section 11.14  Waiver of Certain Covenants..........................................................       71
Section 11.15  Book-Entry System....................................................................       71

ANNEX A-1      FORM OF TRANSFER CERTIFICATE -- RESTRICTED GLOBAL SECURITY TO TEMPORARY REGULATION S
               GLOBAL SECURITY......................................................................    A-1-1

ANNEX A-2      FORM OF TRANSFER CERTIFICATE -- RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL
               SECURITY.............................................................................    A-2-1

ANNEX B        FORM OF TRANSFER CERTIFICATE -- TEMPORARY REGULATION S GLOBAL SECURITY OR REGULATION S
               GLOBAL SECURITY RESTRICTED GLOBAL SECURITY...........................................      B-1

ANNEX C-1      FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF BENEFICIAL INTEREST IN A TEMPORARY
               REGULATION S GLOBAL SECURITY TO EUROCLEAR OR CEDEL...................................    C-1-1

ANNEX C-2      FORM OF CERTIFICATION TO BE GIVEN BY THE EUROCLEAR OPERATOR OR CEDEL BANK, SOCIETE
               ANONYME..............................................................................    C-2-1
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ANNEX C-3      FORM OF CERTIFICATION TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A TEMPORARY
               REGULATION S GLOBAL SECURITY AFTER THE RESTRICTED PERIOD.............................    C-3-1

ANNEX D-1      FORM OF TRANSFER CERTIFICATE -- NON-GLOBAL RESTRICTED SECURITY TO RESTRICTED GLOBAL
               SECURITY.............................................................................    D-1-1

ANNEX D-2      FORM OF CERTIFICATE -- NON-GLOBAL RESTRICTED SECURITY TO REGULATION S GLOBAL SECURITY
               OR TEMPORARY REGULATION S GLOBAL SECURITY.............................................   D-2-1
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                                      -v-
<PAGE>

               INDENTURE, dated as of November 6, 1996, between LEVI STRAUSS &
CO., a Delaware corporation (herein called the "Company"), and CITIBANK, N.A., a
national banking association, as Trustee hereunder (herein called the
"Trustee").

                                   RECITALS

               The Company has duly authorized the creation of an issue of its
6.80% Notes due November 1, 2003 (herein called the "6.80% Notes") and an issue
of its 7.00% Notes due November 1, 2006 (herein called the "7.00% Notes" and,
together with the 6.80% Notes, the "Securities") of substantially the tenor and
amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

               All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company in accordance with their and its terms, have been
done.

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE I

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

Section 1.1    Definitions.
               -----------

               For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

               (1)   the terms defined in this Article have the meanings
          assigned to them in this Article and include the plural as well as the
          singular;

               (2)   Unless the context otherwise requires, any reference to an
          "Article" or a "Section," or to an "Annex," refers to an Article or
          Section of, or an Annex attached to, this Indenture, as the case may
          be;

               (3)   all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with generally accepted
          accounting principles in the United States prevailing at the time of
          any relevant computation hereunder; and

               (4)   the words "herein", "hereof" and "hereunder" and other
          words of similar import refer to this Indenture as a whole and not
          to any particular Article, Section or other subdivision; provided,
                                                                   --------
          however that where such words are used in any form of Security, form
          -------
          of notice or form of certificate, such words shall refer only to the
<PAGE>

          particular form of Security, form of notice or form of certificate, as
          the case may be, in which such words are contained.

               "Act," when used with respect to any Holder of a Security, has
the meaning specified in Section 1.3.

               "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

               "Agent Members" has the meaning specified in Section 3.5.

               "Applicable Procedures" has the meaning specified in Section 3.5.

               "Attributable Indebtedness," in respect of any sale and leaseback
transaction, means, as of the time of determination, the total obligation
(discounted to present value at the rate per annum equal to the discount rate
which would be applicable to a capital lease obligation with like term in
accordance with generally accepted accounting principles) of the lessee for
rental payments (other than amounts required to be paid on account of property
taxes, maintenance, repairs, insurance, water rates and other items which do not
constitute payments for property rights) during the remaining portion of the
initial term of the lease included in such sale and leaseback transaction.

               "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.13 to act on behalf of the Trustee to authenticate
Securities.

               "Authorized Newspaper" means a newspaper, in an official language
of the country of publication or in the English language, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection with which the
term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

               "Board of Directors," when used with reference to the Company,
means the board of directors of the Company, or any committee of the board of
directors of the Company, empowered to act for the Company, as the case may be,
with respect to this Indenture.

               "Board Resolution" means a resolution duly adopted by the Board
of Directors, a copy of which, certified by the Secretary or an Assistant
Secretary of the Company, as the case may be, to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, shall have been delivered to the Trustee.

               "Business Day" means, with respect to any particular place of
payment or any other place, as the case may be, each Monday, Tuesday, Wednesday,
Thursday and Friday, other

                                      -2-
<PAGE>

than any such day on which banking institutions in The City of New York, New
York or in such particular place are authorized or obligated by law or executive
order to close. If any day on which any delivery, request, surrender, payment or
other action is required or permitted hereunder to be taken by or on behalf of a
Holder is not a Business Day in any place where such action is permitted
hereunder to be taken, then such actions may be taken at such or any other
permitted place on the next succeeding Business Day at such place with the same
force and effect as if taken at the same time on such day that is not a business
day at such place.

               "CEDEL" means Cedel Bank Societe Anonyme.

               "Code" has the meaning specified in Section 2.1.

               "Commission" means the U.S. Securities and Exchange Commission,
as from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under applicable
law, then the body performing such duties at such time.

               "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

               "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by any one of its Chairman of the Board,
its Chief Executive Officer, its President, or any Vice President, and by any
one of its Chief Financial Officer, Treasurer, any Assistant Treasurer, its
Secretary or any Assistant Secretary, and delivered to the Trustee.

               "Consolidated Net Tangible Assets" means the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all current liabilities (excluding any indebtedness for
money borrowed having a maturity of less than 12 months from the date of the
most recent consolidated balance sheet of the Company but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower) and (ii) all goodwill, trade names, patents, unamortized debt discount
and expense and any other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Company and computed in accordance with
generally accepted accounting principles.

               "Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered (which at the date of this Indenture is located at 120 Wall Street,
13th Floor, New York, New York 10043), Attention: Corporate Trust
Administration.

               "Defaulted Interest" has the meaning specified in Section 3.7.

               "Depository" means, with respect to the Securities issued in
whole or in part in the form of one or more Global Securities, the clearing
agency registered under the Exchange Act, specified for that purpose as
contemplated by Section 2.1 or any successor clearing agency registered under
the Exchange Act as contemplated by Section 2.1.

                                      -3-
<PAGE>

               "Depository Securities Certification" has the meaning specified
in Section 2.1.

               "Dollar" or "U.S.$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

               "DTC" means The Depository Trust Company.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, including any successor or amendatory statutes.

               "Euroclear" means the Euroclear System.

               "Event of Default" has the meaning specified in Section 5.1.

               "Exchange Act" means the U.S. Securities Exchange Act of 1934
(including any successor act thereto), as it may be amended from time to time,
and (unless the context otherwise requires) includes the rules and regulations
of the Commission promulgated thereunder.

               "Expiration Date" has the meaning specified in Section 1.3(g).

               "Funded Indebtedness" means (i) all Indebtedness having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Indebtedness at the
amount so capitalized as of such date of determination).

               "GAAP" means generally accepted accounting principles set forth
from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
accounting profession), or in such other statements by such other entity as may
be in general use by significant segments of the U.S. accounting profession,
which are applicable to the circumstances as of the date of determination.

               "Global Security" means any of the Restricted Global Security of
either series, the Temporary Regulation S Global Security of either series and
the Regulation S Global Security of either series.

               "Governmental Authority" means any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

                                      -4-
<PAGE>

               "Holder" means, with respect to any Security, a Person in whose
name such Security is registered in the Security Register.

               "Indebtedness" means obligations (other than nonrecourse
obligations) of, or guaranteed or assumed by, the Company for borrowed money,
including obligations evidenced by bonds, debentures, notes or other similar
instruments and reimbursement and cash collateralization of letters of credit,
bankers' acceptances, interest rate hedge and currency hedge agreements.

               "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
including, for all purposes of this instrument and any such supplemental
indenture, the Annexes attached to this instrument.

               "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

               "Institutional Accredited Investor" means an institutional
accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act.

               "Material Adverse Effect" means (i) a material adverse change in,
or a material adverse effect upon, the operations, business, properties,
condition (financial or otherwise) of the Company and its Subsidiaries taken as
a whole; (ii) a material impairment of the ability of the Company to perform
under any Loan Document and to avoid any Event of Default, or (iii) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Company of any Loan Document.

               "Maturity," when used with respect to any Security, means the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration or otherwise.

               "6.80% Notes" has the meaning ascribed to it in the first
paragraph under the caption "Recitals."

               "7.00% Notes" has the meaning ascribed to it in the first
paragraph under the caption "Recitals."

               "Lien" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, security interest,
lien, encumbrance, or other security arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

               "Loan Documents" means any of this Indenture or the Securities.

               "Officer," when used with reference to the Company, means the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer, the

                                      -5-
<PAGE>

Controller, an Assistant Treasurer, an Assistant Controller, the Secretary, an
Assistant Secretary or any Vice President of the Company.

          "Officers' Certificate," when used with reference to the Company,
means a written certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Financial Officer or any Vice
President of the Company and by any one of the Treasurer, the Controller, an
Assistant Treasurer, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee; provided, however, that,
                                                        --------
for purposes of Section 11.12, an "Officers" Certificate" means a written
certificate signed by the principal executive, financial or accounting officer
of the Company and any one of the other Officers referred to above and delivered
to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel selected by
the Company, which counsel shall be reasonably acceptable to the Trustee.

          "Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture or, if the context requires, all Securities of a particular
series therefore authenticated and delivered under this Indenture, except:
                                                                   ------

          (i)   Securities theretofore canceled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii)  Securities for the payment of which money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; and

          (iii) Securities which have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of Outstanding Securities of either series are present at a
meeting of Holders of Securities for quorum purposes or have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in conclusively relying upon any such determination as to the presence
of a quorum or upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.

                                      -6-
<PAGE>

          "Owner Securities Certification" has the meaning specified in Section
2.1.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

          "Person" means any individual, corporation, company, partnership,
joint venture, association, joint-stock company, trust, estate, unincorporated
organization or other legal entity or government or any agency or political
subdivision thereof.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "Principal Property" means any contiguous or proximate parcel of real
property owned by, or leased to, the Company or any of its Restricted
Subsidiaries, and any equipment located at or comprising a part of any such
property, having a gross book value (without deduction of any depreciation
reserves), as of the date of determination, in excess of 1.0% of Consolidated
Net Tangible Assets.

          "Qualified Institutional Buyer" has the meaning specified in Rule
144A.

          "Record Date" means any Regular Record Date or Special Record Date.

          "Regular Record Date" for interest payable in respect of any Security
on any Interest Payment Date means the April 15 or October 15 (whether or not a
Business Day) next preceding the relevant Interest Payment Date.

          "Regulation S" means Regulation S under the Securities Act (including
any successor regulation thereto), as it may be amended from time to time.

          "Regulation S Global Security" has the meaning specified in Section
2.1.

          "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

          "Responsible Officer," when used with respect to the Trustee, shall
mean any officer of the Trustee within the Corporate Trust Office including any
Vice President, Managing Director, Assistant Vice President, Secretary,
Assistant Secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.

          "Restricted Global Security" has the meaning specified in Section 2.1.

                                      -7-
<PAGE>

          "Restricted Period" has the meaning specified in Section 2.1.

          "Restricted Securities" has the meaning specified in Section 2.1.

          "Restricted Subsidiary" means any Subsidiary of the Company which owns
or leases a Principal Property.

          "Rule 144" means Rule 144 under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

          "Rule 144A" means Rule 144A under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

          "Rule 144A Information" has the meaning specified in Section 11.9.

          "Securities" has the meaning ascribed to it in the first paragraph
under the caption "Recitals."

          "Securities Act" means the Securities Act of 1933 (including any
successor act thereto), as it may be amended from time to time, and (unless the
context otherwise requires) includes the rules and regulations of the Commission
promulgated thereunder.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

          "series" has the meaning specified in Section 3.1.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

          "Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

          "Subsidiary" means any corporation of which at least a majority of the
outstanding stock having by the terms thereof ordinary voting power for the
election of directors of such corporation (irrespective of whether or not at the
time stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned by the Company, or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.

          "Temporary Regulation S Global Security" has the meaning specified in
Section 2.1.

            "Transferee Securities Certification" has the meaning specified in
Section 3.5.

                                      -8-
<PAGE>

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

            "Trust Indenture Act" means the United States Trust Indenture Act of
1939 (including any successor act thereto), as it may be amended from time to
time, and (unless the context otherwise requires) includes the rules and
regulations of the Commission thereunder.

            "U.S. Depository" means DTC until a successor U.S. Depository shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "U.S. Depository" shall mean such successor U.S. Depository.

            "Unrestricted Securities" has the meaning specified in Section 2.1.

            "Vice President," when used with respect to the Company, means any
Vice President, whether or not designated by a number or a word or words added
before or after the title "Vice President."

Section 1.2 Compliance Certificates and Opinions; Form of Documents Delivered
            -----------------------------------------------------------------
to Trustee.
----------

            (a)  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

            (1)   a statement that each individual signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

            (2)   a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of such individual, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

            (4)   a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

            (b)   In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be

                                      -9-
<PAGE>

certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

            Any certificate or opinion of an Officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 1.3 Acts of Holders of Securities.
            -----------------------------

            (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities of either series may be embodied in and evidenced
by (1) one or more instruments of substantially similar tenor signed by such
Holders in person or by agent or proxy duly appointed in writing, (2) the record
of Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions
of Article X or (3) a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
of Securities signing such instrument or instruments and so voting at such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent or proxy, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 10.6.

            (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements of deeds, certifies that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

                                     -10-
<PAGE>

            (c)  The principal amount, serial number and ownership of
Securities shall be proven by the Security Register.

            (d)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

            (e)  The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of either series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities, provided that the Company may not
                                               --------
set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the applicable
series on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
      --------
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of the applicable series on such record date.
Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the applicable series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the applicable series in the manner set forth in
Section 1.5.

            (f)  The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of either series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of the applicable series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
--------
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of the applicable series on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action (whereupon the record date previously set shall
automatically and without any action by any Person be canceled and of no
effect), nor shall anything in this paragraph be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding
Securities of the applicable series on the date such action is taken. Promptly
after any record

                                     -11-
<PAGE>

date is set pursuant to this paragraph, the Trustee, at the Company's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the applicable series in the manner set forth in Section
1.5.

            (g)  With respect to any record date set pursuant to this Section,
the party hereto that sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day, provided that no such change shall be effective unless
                      --------
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the applicable series in the manner
set forth in Section 1.5, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto that set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

            Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 1.4 Notices, Etc.
            ------------

            Any request, demand, authorization, direction, notice, consent,
election, waiver or other Act of Holders of Securities or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,

            (1)  the Trustee by any Holder of Securities or by the Company shall
     be sufficient for every purpose hereunder if made, given, furnished or
     filed in writing to or with the Trustee and received at its Corporate Trust
     Office, Attention: Corporate Trust Administration, or

            (2)  the Company by the Trustee or by any Holder of Securities shall
     be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if in writing, mailed, first-class postage prepaid, or
     telexed or telecopied and confirmed by mail, first-class postage prepaid,
     or delivered by hand or overnight courier, addressed to the Company at
     Levi's Plaza, 1155 Battery Street, IH1/5, San Francisco, California 94111,
     telephone no.: (415) 544-6955; telecopy no.: (415) 544-1342, Attention:
     Treasurer, or at any other address previously furnished in writing to the
     Trustee by the Company.

            Except for a notice to the Trustee, which is deemed given only when
received, if a notice or communication is mailed in the manner provided above,
it is duly given, whether or not the addressee receives it.

                                     -12-
<PAGE>

            Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

Section 1.5 Notice to Holders of Securities; Waiver.
            ---------------------------------------

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his registered address as recorded in the Security
Register. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Holder entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 1.6 Effect of Headines and Table of Contents.
            ----------------------------------------

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

Section 1.7 Successors and Assigns.
            ----------------------

            All covenants and agreements in this Indenture by the Company shall
bind its respective successors and assigns, whether so expressed or not.

Section 1.8 Separability Clause.
            -------------------

            In case any provision in this Indenture or the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.9 Benefits of Indenture.
            ---------------------

            Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns hereunder and the Holders of Securities, any benefit or legal or
equitable right, remedy or claim under this Indenture.

                                     -13-
<PAGE>

Section 1.10   Governing Law.
               -------------

               THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED
STATES OF AMERICA.

Section 1.11   Legal Holidays.
               --------------

               In any case where any Interest Payment Date or Stated Maturity of
any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal need not be made on or by such day, but may be made on or by the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or at the Stated Maturity, as the case may be; provided,
                                                                     --------
however, that in the case that payment is made on such succeeding Business Day,
-------
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Stated Maturity, as the case may be.

Section 1.12   Conflict with Trust Indenture Act.
               ---------------------------------

               If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture (or would be required to be a part of and
govern this Indenture if this Indenture were required to be qualified under the
Trust Indenture Act), the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

                                  ARTICLE II

                                SECURITY FORMS

Section 2.1    Forms of Securities Generally.
               -----------------------------

               The Securities shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depository thereof, the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations thereunder, or as may, consistently
herewith, be determined by the Officers executing such Securities, as evidenced
by their execution thereof. The Company shall approve the form of the Securities
and any notation, legend or endorsement on the Securities.

               The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the Officers executing such Securities as evidenced by their execution thereof.

                                     -14-
<PAGE>

          In certain cases described elsewhere herein, the legends set forth in
the first four paragraphs of Section 2.2 may be omitted from Securities issued
hereunder.

          Securities offered and sold in their initial distribution in reliance
on Regulation S shall be initially issued in the form of temporary Global
Securities, one or more for each series, in fully registered form without
interest coupons, substantially in the form of Security set forth in Sections
2.2 and 2.3 or Sections 2.5 and 2.6, as the case may be, with such applicable
legends as are provided for in Section 2.2 or Section 2.5, as the case may be.
Such Global Securities shall be registered in the name of the U.S. Depository or
its nominee and deposited with the Trustee, at its New York office, as custodian
for the U.S. Depository, duly executed by the Company and authenticated by the
Trustee as hereinafter provided, for credit to the respective accounts at the
U.S. Depository of the depositories for Morgan Guaranty Trust Company of New
York, Brussels office, as operator of Euroclear, or CEDEL. Until such time as
the Restricted Period (as defined below) shall have terminated, such temporary
Global Securities shall be referred to herein as "Temporary Regulation S Global
Securities." Until such time as the Restricted Period shall have terminated,
investors may hold beneficial interests in such Global Securities only through
Euroclear and CEDEL, unless delivery of such beneficial interest shall be made
through a Restricted Global Security in accordance with the certification
requirements discussed below in Section 3.5(b)(5). After such time as the
Restricted Period shall have terminated, such certification requirements shall
no longer be required for such transfers. After such time as the Restricted
Period shall have terminated and the certifications referred to below in the
next succeeding paragraph shall have been provided, such temporary Global
Securities shall be exchanged for interests in like Global Securities, referred
to herein collectively as the "Regulation S Global Securities," substantially in
the form of Security set forth in Section 2.2 and 2.3 or Sections 2.5 and 2.6,
as the case may be, with such applicable legends as are provided for in Section
2.2 or Section 2.5, as the case may be. As used herein, the term "Restricted
Period" means the period up to (but not including) the 40th day following the
later of (i) the day that Goldman, Sachs & Co., as representative of the several
initial purchasers of the Securities, advises the Company and the Trustee of the
day on which the Securities are first offered to persons other than distributors
(as defined in Regulation S) in reliance on Regulation S and (ii) November 6,
1996. The Temporary Regulation S Global Securities, Regulation S Global
Securities following the Restricted Period and all other Securities that are not
Restricted Securities shall collectively be referred to herein as the
"Unrestricted Securities."

          Interests in a Temporary Regulation S Global Security may be exchanged
for interests in a Regulation S Global Security of the same series only on or
after the termination of the Restricted Period after delivery by a beneficial
owner of an interest therein to Euroclear or CEDEL of a written certification
(an "Owner Securities Certification") substantially in the form of Annex C-1
hereto, and upon delivery by Euroclear or CEDEL to the Trustee of a written
certification (a "Depository Securities Certification") substantially in the
form attached hereto as Annex C-2. Upon receipt of such certification, the
Trustee will exchange the portion of the Temporary Regulation S Global Security
covered by such certification for interests in a Regulation S Global Security of
the same series.

          Securities offered and sold in their initial distribution in reliance
on Rule 144A shall be issued in the form of Global Securities, one or more for
each series (collectively, as to each series, the "Restricted Global Security"),
in fully registered form without interest coupons,


                                     -15-
<PAGE>

substantially in the form of Security set forth in Sections 2.2 and 2.3 or
Sections 2.5 and 2.6, as the case may be, with such applicable legends as are
provided for in Section 2.2 or Section 2.5, as the case may be, except as
otherwise permitted herein. Such Global Securities shall be registered in the
name of the U.S. Depository or its nominee and deposited with the Trustee, at
its New York office, as custodian for the U.S. Depository, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of a Restricted Global Security may be increased or decreased
from time to time by adjustments made on the records of the Trustee, as
custodian for the U.S. Depository, in connection with a corresponding decrease
or increase in the aggregate principal amount of the Temporary Regulation S
Global Security or Regulation S Global Security each of the same series, as the
case may be, as hereinafter provided. The Restricted Global Securities and all
other Securities evidencing the debt, or any portion of the debt, initially
evidenced by such Global Securities, other than Securities transferred or
exchanged upon certification as provided in Section 3.5(b)(3), (4) or (7), shall
collectively be referred to herein as the "Restricted Securities."

               The Securities will be issued only in registered form. The
Securities will be issued in minimum denominations of $1,000, as provided in
Section 3.2, except that Securities offered other than in reliance on Regulation
S or to Qualified Institutional Buyers will be issued only in definitive
certificated form and will be issued initially in minimum denominations of
$100,000 and integral multiples of $1,000 in excess thereof. Such Securities
(i.e., Securities sold to Institutional Accredited Investors) will also be
considered to be Restricted Securities hereunder.

Section 2.2    Form of Face of 6.80% Notes.
               ---------------------------

               [INCLUDE IF SECURITY IS A TEMPORARY REGULATION S GLOBAL
SECURITY - THIS SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES
DESCRIBED IN SECTION 3.5(b) OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN
INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE
RESTRICTED GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL
SECURITY MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL SECURITY EXCEPT
ON OR AFTER THE TERMINATION OF THE RESTRICTED PERIOD AND UPON DELIVERY OF THE
OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES CERTIFICATION
RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.]

               [INCLUDE IF SECURITY IS A RESTRICTED SECURITY - THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (I) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF


                                     -16-
<PAGE>

REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.]

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY - THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST
COMPANY IS THE U.S. DEPOSITORY - UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE &
CO. (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                                     -17-
<PAGE>

                              LEVI STRAUSS & CO.

                                  6.80% NOTES
                             DUE NOVEMBER 1, 2003

No.                                                            U.S.$
CUSIP No.:

            LEVI STRAUSS & CO., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture referred
to on the reverse hereof), for value received, hereby promises to pay to
_______, or registered assigns, the principal sum of _______ U.S. Dollars, [or
such other amount (not to exceed three hundred fifty million dollars
($350,000,000) when taken together with all of the Company's 6.80% Notes due
November 1, 2003 issued and outstanding in definitive certificated form or in
the form of another Global Security) as may from time to time represent the
principal amount of the Company's 6.80% Notes due November 1, 2003 in respect of
which beneficial interests are held through the U.S. Depository in the form of a
[Restricted] [Temporary Regulation S Global Security or a Regulation S] Global
Security,] -[omit from Non-Global Securities] on November 1, 2003, and to pay
interest thereon from November 1, 1996 or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for,
semi-annually in arrears on May 1 and November 1 in each year, commencing on May
1, 1997, and at Maturity at the rate of 6.80% per annum, until the principal
hereof is paid or made available for payment, provided that any amount of such
                                              --------
principal or interest that is overdue shall bear interest at the rate of 6.80%
per annum (to the extent that payment of such interest shall be legally
enforceable), from the date such amount is due until it is paid or made
available for payment, and such interest on any overdue amount shall be payable
on demand. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice thereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

            Payment of the principal of and interest on this Security will be
made in immediately available funds, and in the case of payment of principal
against presentation and surrender of this Security by the Holder thereof, and
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, which the Company has initially designated as
the office of the Trustee, 111 Wall Street, 5th Floor, New York, New York 10043,
or, at the option of the Holder and subject to any fiscal or other laws and
regulations, at any other office or agency maintained by


                                     -18-
<PAGE>

the Company for such purpose; provided, however, that upon written application
                              --------  -------
(including wire payment instructions) by the Holder to the Security Registrar
not later than the 10th day immediately preceding the relevant Regular Record
Date, such Holder may receive payment by wire transfer to a U.S. Dollar account
(such transfers to be made only to Holders of an aggregate principal amount in
excess of U.S.$1,000,000) maintained by the payee with a bank in The City of New
York; and, provided, further, that, subject to the preceding proviso, payment of
           --------  -------
interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. Unless such designation is revoked, any such designation made
by the Holder with respect to this Security will remain in effect with respect
to future payments with respect to this Security payable to the Holder. The
Company will pay any administrative costs imposed by banks in connection with
making any such payments upon application of such Holder for reimbursement. If
this Security is a Global Security, then, notwithstanding the second sentence of
this paragraph, each such payment will be made in accordance with the procedures
of the U.S. Depository as then in effect.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by the manual signature of one of
its authorized signatories, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed under its corporate seal.

                                            LEVI STRAUSS & CO.


[Corporate Seal]                            By_______________________________
                                              Title:



                                            By_______________________________
                                              Title:

Attest:


____________________________
Title:


                                     -19-
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

             This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:                                     CITIBANK, N.A., as Trustee

                                           By:___________________________
                                              Authorized Signatory


Section 2.3  Form of Reverse of 6.80% Notes.
             ------------------------------

             This Security is one of a duly authorized issue of securities of
the Company designated as its "6.80% Notes due November 1, 2003" (herein called
the "6.80% Notes"), limited in aggregate principal amount to U.S.$350,000,000,
issued and to be issued under an Indenture, dated as of November 6, 1996 (herein
called the "Indenture") between the Company and Citibank, N.A., as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the 6.80% Notes and of the terms upon which the 6.80% Notes are, and
are to be, authenticated and delivered.

             No sinking fund is provided for in the 6.80% Notes. The 6.80% Notes
may not be redeemed at the option of the Company.

             In any case where the due date for the payment of the principal of,
or interest on, any 6.80% Note shall be, at any place of payment, a day on which
banking institutions at such place of payment are authorized or obligated by law
or executive order to close, then payment of principal or interest need not be
made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or at the Stated Maturity, and no interest shall
accrue for the period after such date.

             Subject to certain limitations in the Indenture, at any time when
the Company is not subject to Section 13 or 15(d) of the United States
Securities Exchange Act of 1934, as amended, upon the request of a Holder of a
Restricted Security, the Company will promptly furnish or cause to be furnished
Rule 144A Information (as defined below) to such Holder of Restricted
Securities, or to a prospective purchaser of any such security designated by any
such Holder or holder, as the case may be, to the extent required to permit
compliance by any such holder with Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).

             If an Event of Default shall occur and be continuing, the principal
of all the 6.80% Notes may be declared due and payable to the extent, in the
manner and with the effect provided in the Indenture. Upon payment (i) of the
amount of principal so declared due and payable and


                                     -20-
<PAGE>

(ii) of interest on any overdue principal and overdue interest, all of the
Company's obligations in respect of the payment of the principal of and interest
on the 6.80% Notes shall terminate.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the 6.80% Notes under the Indenture at
any time by the Company and the Trustee with either (a) the written consent of
the Holders of a majority in principal amount of the 6.80% Notes at the time
Outstanding, or (b) by the adoption of a resolution, at a meeting of Holders of
the Outstanding 6.80% Notes at which a quorum is present, by the Holders of 66-
2/3% in aggregate principal amount of the Outstanding 6.80% Notes represented at
such meeting. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the 6.80% Notes at the time
Outstanding, on behalf of the Holders of all the 6.80% Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this 6.80% Note shall be conclusive and binding upon
such Holder and upon all future Holders of this 6.80% Note and of any 6.80% Note
issued in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this 6.80% Note or such other 6.80% Note.

          As provided in and subject to the provisions of the Indenture, the
Holder of this 6.80% Note shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in aggregate principal amount of the Outstanding 6.80% Notes shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default and offered the Trustee indemnity satisfactory to it and
the Trustee shall not have received from the Holders of a majority in principal
amount of the 6.80% Notes Outstanding a direction inconsistent with such request
and shall have failed to institute any such proceedings for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this 6.80% Note for the
enforcement of any payment of principal hereof or interest hereon on or after
the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this 6.80%
Note or of the Indenture shall alter or impair the obligations of the Company,
which are absolute and unconditional, to pay the principal of and interest on
this 6.80% Note at the times, places and rate, and in the coin or currency,
herein prescribed.

          The 6.80% Notes are issuable only in fully registered form, without
exception, and, except as provided in Section 2.1 of the Indenture, in
denominations of $1,000 and any integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations and satisfaction
of certain requirements therein set forth, 6.80% Notes are exchangeable for a
like aggregate principal amount of securities of the same or a different
authorized denomination, as requested by the Holder surrendering the same.

          As provided in the Indenture and subject to certain limitations and
satisfaction of certain requirements therein set forth, the transfer of this
6.80% Note is registrable on the Security Register upon surrender of this 6.80%
Note for registration of transfer at the office or


                                     -21-
<PAGE>

agency of the Company as may be designated by it for such purpose in the Borough
of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Note Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new 6.80% Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

               No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
recover any tax or other governmental charge payable in connection therewith.

               Prior to due presentation of this 6.80% Note for registration of
transfer the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such 6.80% Note is registered, as the owner
thereof for all purposes, whether or not such 6.80% Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

               THE INDENTURE AND THE 6.80% NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED
STATES OF AMERICA.

               All terms used in this 6.80% Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

Section 2.4    Form of Trustee's Certificate of Authentication of 6.80% Notes.
               --------------------------------------------------------------

               This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:                                   CITIBANK, N.A., as Trustee

                                         By:______________________________
                                            Authorized Signatory

Section 2.5    Form of Face of 7.00% Notes.
               ---------------------------

               [INCLUDE IF SECURITY IS A TEMPORARY REGULATION S GLOBAL
SECURITY - THIS SECURITY IS A TEMPORARY REGULATION S GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES
DESCRIBED IN SECTION 3.5(b) OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN
INTEREST IN THIS TEMPORARY GLOBAL SECURITY MAY BE MADE FOR AN INTEREST IN THE
RESTRICTED GLOBAL SECURITY. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL
SECURITY MAY BE MADE FOR AN INTEREST IN THE REGULATION S GLOBAL SECURITY EXCEPT
ON OR AFTER THE TERMINATION OF THE RESTRICTED PERIOD AND UPON DELIVERY OF THE
OWNER SECURITIES CERTIFICATION AND THE DEPOSITORY SECURITIES CERTIFICATION
RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.



                                     -22-
<PAGE>

          [INCLUDE IF SECURITY IS A RESTRICTED SECURITY - THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (I) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A)
ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES.

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY - THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

          [INCLUDE IF SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST
COMEPANY IS THE U.S. DEPOSITORY - UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE &
CO. (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                     -23-
<PAGE>

                              LEVI STRAUSS & CO.

                                  7.00% NOTES
                             DUE NOVEMBER 1, 2006

No.                                                          U.S.$
CUSIP No.:

            LEVI STRAUSS & CO., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture referred
to on the reverse hereof), for value received, hereby promises to pay to
________, or registered assigns, the principal sum of ________ U.S. Dollars, [or
such other amount (not to exceed four hundred fifty million dollars
($450,000,000) when taken together with all of the Company's 7.00% Notes due
November 1, 2006 issued and outstanding in definitive certificated form or in
the form of another Global Security) as may from time to time represent the
principal amount of the Company's 7.00% Notes due November 1, 2006 in respect of
which beneficial interests are held through the U.S. Depository in the form of a
[Restricted] [Temporary Regulation S Global Security or a Regulation S] Global
Security,] -[omit from Non-Global Securities] on November 1, 2006, and to pay
interest thereon from November 1, 1996 or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for,
semi-annually in arrears on May 1 and November 1 in each year, commencing on May
1, 1997, and at Maturity at the rate of 7.00% per annum, until the principal
hereof is paid or made available for payment, provided that any amount of such
                                       --------
principal or interest that is overdue shall bear interest at the rate of 7.00%
per annum (to the extent that payment of such interest shall be legally
enforceable), from the date such amount is due until it is paid or made
available for payment, and such interest on any overdue amount shall be payable
on demand. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 15 or October 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice thereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

            Payment of the principal of and interest on this Security will be
made in immediately available funds, and in the case of payment of principal
against presentation and surrender of this Security by the Holder thereof, and
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, which the Company has initially designated as
the office of the Trustee, 111 Wall Street, 5th Floor, New York, New York 10043,
or, at the option of the Holder and subject to any fiscal or other laws and
regulations, at any other office or agency maintained by

                                     -24-
<PAGE>

the Company for such purpose; provided, however, that upon written application
                              --------  -------
(including wire payment instructions) by the Holder to the Security Registrar
not later than the 10th day immediately preceding the relevant Regular Record
Date, such Holder may receive payment by wire transfer to a U.S. Dollar account
(such transfers to be made only to Holders of an aggregate principal amount in
excess of U.S.$1,000,000) maintained by the payee with a bank in The City of New
York; and, provided, further, that, subject to the preceding proviso, payment of
           --------  -------
interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. Unless such designation is revoked, any such designation made
by the Holder with respect to this Security will remain in effect with respect
to future payments with respect to this Security payable to the Holder. The
Company will pay any administrative costs imposed by banks in connection with
making any such payments upon application of such Holder for reimbursement. If
this Security is a Global Security, then, notwithstanding the second sentence of
this paragraph, each such payment will be made in accordance with the procedures
of the U.S. Depository as then in effect.

          Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by the manual signature of one of
its authorized signatories, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed under its corporate seal.

                                             LEVI STRAUSS & CO.


[Corporate Seal]                             By___________________________
                                               Title:




                                             By___________________________
                                               Title:

Attest:


____________________________
Title:



                                     -25-
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:                                      CITIBANK, N.A., as Trustee

                                            By:____________________________
                                               Authorized Signatory

Section 2.6    Form of Reverse of 7.00% Notes.
               ------------------------------

               This Security is one of a duly authorized issue of securities of
the Company designated as its "7.00% Notes due November 1, 2006" (herein called
the "7.00% Notes"), limited in aggregate principal amount to U.S.$450,000,000,
issued and to be issued under an Indenture, dated as of November 6, 1996 (herein
called the "Indenture") between the Company and Citibank, N.A., as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the 7.00% Notes and of the terms upon which the 7.00% Notes are, and
are to be, authenticated and delivered.

               No sinking fund is provided for in the 7.00% Notes. The 7.00%
Notes may not be redeemed at the option of the Company.

               In any case where the due date for the payment of the principal
of, or interest on, any 7.00% Note shall be, at any place of payment, a day on
which banking institutions at such place of payment are authorized or obligated
by law or executive order to close, then payment of principal or interest need
not be made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or at the Stated Maturity, and no interest shall
accrue for the period after such date.

               Subject to certain limitations in the Indenture, at any time when
the Company is not subject to Section 13 or 15(d) of the United States
Securities Exchange Act of 1934, as amended, upon the request of a Holder of a
Restricted Security, the Company will promptly furnish or cause to be furnished
Rule 144A Information (as defined below) to such Holder of Restricted
Securities, or to a prospective purchaser of any such security designated by any
such Holder or holder, as the case may be, to the extent required to permit
compliance by any such holder with Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"). "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).

               If an Event of Default shall occur and be continuing, the
principal of all the 7.00% Notes may be declared due and payable to the extent,
in the manner and with the effect provided in the Indenture. Upon payment (i) of
the amount of principal so declared due and payable and

                                     -26-
<PAGE>

(ii) of interest on any overdue principal and overdue interest, all of the
Company's obligations in respect of the payment of the principal of and interest
on the 7.00% Notes shall terminate.

               The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the 7.00% Notes
under the Indenture at any time by the Company and the Trustee with either (a)
the written consent of the Holders of a majority in principal amount of the
7.00% Notes at the time Outstanding, or (b) by the adoption of a resolution, at
a meeting of Holders of the Outstanding 7.00% Notes at which a quorum is
present, by the Holders of 66-2/3% in aggregate principal amount of the
Outstanding 7.00% Notes represented at such meeting. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the 7.00% Notes at the time Outstanding, on behalf of the Holders of all the
7.00% Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this 7.00% Note shall be conclusive
and binding upon such Holder and upon all future Holders of this 7.00% Note and
of any 7.00% Note issued in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this 7.00% Note or such other
7.00% Note.

               As provided in and subject to the provisions of the Indenture,
the Holder of this 7.00% Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default,
the Holders of not less than 25% in aggregate principal amount of the
Outstanding 7.00% Notes shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default and offered the
Trustee indemnity satisfactory to it and the Trustee shall not have received
from the Holders of a majority in principal amount of the 7.00% Notes
Outstanding a direction inconsistent with such request and shall have failed to
institute any such proceedings for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this 7.00% Note for the enforcement of any payment of principal
hereof or interest hereon on or after the respective due dates expressed herein.

               No reference herein to the Indenture and no provision of this
7.00% Note or of the Indenture shall alter or impair the obligations of the
Company, which are absolute and unconditional, to pay the principal of and
interest on this 7.00% Note at the times, places and rate, and in the coin or
currency, herein prescribed.

               The 7.00% Notes are issuable only in fully registered form,
without exception, and, except as provided in Section 2.1 of the Indenture, in
denominations of $1,000 and any integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations and satisfaction
of certain requirements therein set forth, 7.00% Notes are exchangeable for a
like aggregate principal amount of securities of the same or a different
authorized denomination, as requested by the Holder surrendering the same.

               As provided in the Indenture and subject to certain limitations
and satisfaction of certain requirements therein set forth, the transfer of this
7.00% Note is registrable on the Security Register upon surrender of this 7.00%
Note for registration of transfer at the office or

                                     -27-
<PAGE>

agency of the Company as may be designated by it for such purpose in the Borough
of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Note Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new 7.00% Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

               No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
recover any tax or other governmental charge payable in connection therewith.

               Prior to due presentation of this 7.00% Note for registration of
transfer the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such 7.00% Note is registered, as the owner
thereof for all purposes, whether or not such 7.00% Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

               THE INDENTURE AND THE 7.00% NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED
STATES OF AMERICA.

               All terms used in this 7.00% Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

Section 2.7    Form of Trustee's Certificate of Authentication of 7.00% Notes.
               --------------------------------------------------------------

               This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:                                CITIBANK, N.A., as Trustee

                                      By:_______________________________

                                         Authorized Signatory



                                     -28-
<PAGE>

                                  ARTICLE III

                               THE SECURITIES

Section 3.1   Title and Terms.
              ---------------

              The Securities shall be issued in two series and shall be known
and designated as the "6.80% Notes due November 1, 2003" and the "7.00% Notes
due November 1, 2006" of the Company. The aggregate principal amount of 6.80%
Notes which may be authenticated and delivered under this Indenture is limited
to U.S.$350,000,000 and the aggregate principal amount of 7.00% Notes which may
be authenticated and delivered under the Indenture is limited to
U.S.$450,000,000, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Sections 3.4, 3.5, 3.6 or 9.6. Each of the two series (each, a
"series") of the Securities issued hereunder shall be treated separately for
purposes of the acts of Holders permitted or required hereunder, the giving of
waivers or consents by Holders, Events of Default and accelerations of the
respective series, registrations of transfer and exchange of Securities,
replacement of Securities, and all other events and actions hereunder as to
which the interests of the Holders of the separate series of the Securities may
differ or it is otherwise appropriate to treat such series separately, whether
or not express mention is made of such separate treatment in a particular
context.

              The Stated Maturity of the 6.80% Notes shall be November 1, 2003
and they shall bear interest at the rate of 6.80% per annum from November 1,
1996 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semiannually in arrears
on May 1 and November 1 of each year, commencing May 1, 1997, and at Maturity,
until the principal thereof is paid or made available for payment, provided
                                                                   --------
that any amount of such principal or interest that is overdue shall bear
interest at the rate of 6.80% per annum (to the extent that payment of such
interest shall be legally enforceable), from the date such amount is due until
it is paid or made available for payment, and such interest on any overdue
amount shall be payable on demand. The Stated Maturity of the 7.00% Notes shall
be November 1, 2006 and they shall bear interest at the rate of 7.00% per annum
from November 1 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, as the case may be, payable semi-annually in
                      --------
arrears on May 1 and November 1 of each year, commencing May 1, 1997, and at
Maturity, until the principal thereof is paid or made available for payment,
provided that any amount of such principal or interest that is overdue shall
bear interest at the rate of 7.00% per annum (to the extent that payment of such
interest shall be legally enforceable), from the date such amount is due until
it is paid or made available for payment, and such interest on any overdue
amount shall be payable on demand.

              The principal of and interest on the Securities shall be payable
in immediately available funds and in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts, at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York or, at the option of the Holder and subject to
any fiscal or other laws and regulations applicable thereto, at any other office
of the Trustee or any Paying Agent outside The City of New York; provided,
                                                                 --------
however, that upon application (including wire payment instructions) by the
-------
Holder to the Trustee not later than the


                                     -29-
<PAGE>

relevant Regular Record Date, such Holder may receive payment by wire transfer
to a U.S. Dollar account (such transfers to be made only to Holders of an
aggregate principal amount in excess of U.S.$1,000,000) maintained by the payee
with a bank in The City of New York, New York; and provided, further, that,
                                                   --------  -------
subject to the preceding proviso, payment of interest may, at the option of the
Company, be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register. Unless such designation
is revoked, any such designation made by such Holder with respect to such
Security will remain in effect with respect to any future payments with respect
to such Security payable to such Holder. The Company will pay any administrative
costs imposed by banks in connection with making such payments, upon application
by the relevant Holder. Notwithstanding the second sentence of this paragraph,
each payment of principal and interest in respect of a Global Security will be
made in accordance with the procedures of the U.S. Depository as then in effect.

Section 3.2   Denominations.
              -------------

              The Securities shall be issuable only in registered form without
coupons and, except as provided in Section 2.1, only in denominations of $1,000
and any integral multiple of $1,000 in excess thereof.

Section 3.3   Execution, Authentication, Delivery and Dating.
              ----------------------------------------------

              The Securities shall be executed on behalf of the Company by any
two of the following persons: its Chairman of the Board, its Chief Executive
Officer, its President, or any of its Vice Presidents, under a facsimile of its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. Any such signature may be manual or facsimile.

              Securities bearing the manual or facsimile signature of
individuals who were at any time the proper Officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

              At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and make available for delivery such
Securities as in this Indenture provided and not otherwise. In connection with
any Company Order for authentication, a compliance certificate and Opinion of
Counsel pursuant to Section 1.2 shall not be required.

              Each Security shall be dated the date of its authentication.

              No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee or the Authenticating Agent by manual signature of an
authorized signatory, and such certificate upon such Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.


                                     -30-
<PAGE>

Section 3.4   Temporary Securities.
              --------------------

              Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the Officers executing such Securities may determine, as
evidenced by their execution of such Securities.

              If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
11.2, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of the same series of those
surrendered of authorized denominations. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

Section 3.5   Registration, Registration of Transfer and Exchange; Restrictions
              -----------------------------------------------------------------
              on Transfer.
              -----------

              (a)   The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 11.2 being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided. Upon surrender for
registration of transfer of any Security at an office or agency of the Company
designated pursuant to Section 11.2 for such purpose, and subject to the other
provisions of this Section 3.5, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Securities of the same series of
those surrendered of any authorized denominations and of a like aggregate
principal amount.

              At the option of the Holder, and subject to the other provisions
of this Section 3.5, Securities may be exchanged for other Securities of the
same series of those surrendered of any authorized denominations and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
and subject to the other provisions of this Section 3.5, the Company shall
execute, and the Trustee shall authenticate and make available for delivery, the
Securities which the Holder making the exchange is entitled to receive.

              All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and subject to the other


                                     -31-
<PAGE>

provisions of this Section 3.5, entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

              Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

              No service charge shall be made for any registration of transfer
or exchange of securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4.

              (b) Notwithstanding any other provisions of this Indenture or the
Securities (but subject to Section 2.1), transfers of a Global Security, in
whole or in part, transfers and exchanges of interests therein of the kinds
described in clauses (3), (4), (5), (6), (7) and (8) below and exchanges of
interests in Global Securities shall be made only in accordance with this
Section 3.5(b). Transfers and exchanges subject to this Section 3.5 shall also
be subject to the other provisions of this Indenture that are not inconsistent
with this Section 3.5.

              (1)   Limitation on Transfers of a Global Security. A Global
                    --------------------------------------------
         Security may not be transferred, in whole or in part, to any Person
         other than the U.S. Depository or a nominee thereof, and no such
         transfer to any such other Person may be registered; provided that this
                                                              --------
         clause (1) shall not prohibit any transfer of a Security that is issued
         in exchange for a Global Security but is not itself a Global Security.
         No transfer of a Security to any Person shall be effective under this
         Indenture or the Securities unless and until such Security has been
         registered in the name of such Person. Nothing in this Section
         3.5(b)(1) shall prohibit or render ineffective any transfer of a
         beneficial interest in a Global Security effected in accordance with
         the other provisions of this Section 3.5(b).

              (2)   Temporary Regulation S Global Security. After the Restricted
                    --------------------------------------
         Period, if the holder of a beneficial interest in a Temporary
         Regulation S Global Security wishes to transfer such interest to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in such Temporary Regulation S Global Security, such transfer
         may be effected, subject to the rules and procedures of the Depository,
         Euroclear and CEDEL, in each case to the extent applicable and as in
         effect from time to time (the "Applicable Procedures"), only in
         accordance with this Section 3.5(b)(2). Upon delivery (a) by a
         beneficial owner of an interest in a Temporary Regulation S Global
         Security to Euroclear or CEDEL, as the case may be, of an Owner
         Securities Certification, (b) by the transferee of such beneficial
         interest in the Temporary Regulation S Global Security to Euroclear or
         CEDEL, as the case may be, of a written certification (a `Transferee
         Securities Certification") substantially in the form of Annex C-3
         hereto and (c) by Euroclear or CEDEL, as the case may be, to the
         Trustee, as Security Registrar, of a Depository Securities
         Certification, the Trustee may direct either Euroclear or CEDEL, as the
         case may be, to reflect on its records the transfer of a beneficial
         interest in the Temporary


                                     -32-
<PAGE>

         Regulation S Global Security from the beneficial owner providing the
         Owner Securities Certification to the Person providing the Transferee
         Securities Certification.

              (3)   Restricted Global Security to Temporary Regulation S Global
                    -----------------------------------------------------------
         Security. If the holder of a beneficial interest in the Restricted
         --------
         Global Security wishes at any time to transfer such interest to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in the Temporary Regulation S Global Security of the same
         series, such transfer may be effected, subject to the Applicable
         Procedures, only in accordance with the provisions of this Section
         3.5(b)(3). Upon receipt by the Trustee, as Security Registrar, at its
         office in The City of New York of (A) written instructions given in
         accordance with the Applicable Procedures from a member of, or
         participant in, the U.S. Depository ("Agent Members") directing the
         Trustee to credit or cause to be credited to a specified Agent Member's
         account a beneficial interest in the Temporary Regulation S Global
         Security in a principal amount equal to that of the beneficial interest
         in the Restricted Global Security of the Same series to be so
         transferred, (B) a written order given in accordance with the
         Applicable Procedures containing information regarding the account of
         the Agent Member (and the Euroclear or CEDEL account, as the case may
         be) to be credited with, and the account of the Agent Member to be
         debited for, such beneficial interest and (C) a certificate in
         substantially the form set forth in Annex A-1 given by the holder of
         such beneficial interest, the Trustee, as Security Registrar, shall
         instruct the U.S. Depository to reduce the principal amount of the
         applicable Restricted Global Security, and to increase the principal
         amount of the Temporary Regulation S Global Security of the same
         series, by the principal amount of the beneficial interest in the
         Restricted Global Security to be so transferred, and to credit or cause
         to be credited to the account of the Person specified in such
         instructions (which shall be the Agent Member for Euroclear or CEDEL or
         both, as the case may be) a beneficial interest in the Temporary
         Regulation S Global Security of the same series having a principal
         amount equal to the amount by which the principal amount of the
         Restricted Global Security was reduced upon such transfer.

              (4)   Restricted Global Security to Regulation S Global Security.
                    ----------------------------------------------------------
         If the holder of a beneficial interest in a Restricted Global Security
         wishes at any time to transfer such interest to a Person who wishes to
         take delivery thereof in the form of a beneficial interest in the
         Regulation S Global Security of the same series, such transfer may be
         effected, subject to the Applicable Procedures, only in accordance with
         this Section 3.5(b)(4). Upon receipt by the Trustee, as Security
         Registrar, at its office in The City of New York of (A) written
         instructions given in accordance with the Applicable Procedures from an
         Agent Member directing the Trustee to credit or cause to be credited to
         a specified Agent Member's account a beneficial interest in a
         Regulation S Global Security in a principal amount equal to that of the
         beneficial interest in the Restricted Global Security of the same
         series to be so transferred, (B) a written order given in accordance
         with the Applicable Procedures containing information regarding the
         account of the Agent Member (and, if applicable, the Euroclear or CEDEL
         account, as the case may be) to be credited with, and the account of
         the Agent Member to be debited for, such beneficial interest and (C) a
         certificate in substantially the form set forth in Annex A-2 given by
         the holder of such beneficial interest, the Trustee, as Security
         Registrar, shall instruct the U.S. Depository to reduce the principal
         amount of the applicable Restricted Global


                                     -33-
<PAGE>

         Security, and to increase the principal amount of the Regulation S
         Global Security of the same series, by the principal amount of the
         beneficial interest in the Restricted Global Security to be so
         transferred, and to credit or cause to be credited to the account of
         the Person specified in such instructions (which during the Restricted
         Period shall be the Agent Member for Euroclear or CEDEL or both, as the
         case may be) a beneficial interest in the Regulation S Global Security
         of the same series having a principal amount equal to the amount by
         which the principal amount of the Restricted Global Security was
         reduced upon such transfer.

               (5)  Temporary Regulation S Global Security or Regulation S
                    ------------------------------------------------------
         Global Security to Restricted Global Security. If the holder of a
         ---------------------------------------------
         beneficial interest in a Temporary Regulation S Global Security or a
         Regulation S Global Security wishes at any time to transfer such
         interest to a Person who wishes to take delivery thereof in the form of
         a beneficial interest in the Restricted Global Security of the same
         series, such transfer may be effected, subject to the Applicable
         Procedures, only in accordance with this Section 3.5(b)(5). Upon
         receipt by the Trustee, as Security Registrar, at its office in The
         City of New York of (A) written instructions given in accordance with
         the Applicable Procedures from an Agent Member directing the Trustee to
         credit or cause to be credited to a specified Agent Member's account a
         beneficial interest in a Restricted Global Security in a principal
         amount equal to that of the beneficial interest in the Temporary
         Regulation S Global Security or the Regulation S Global Security of the
         same series to be so transferred, (B) a written order given in
         accordance with the Applicable Procedures containing information
         regarding the account of the Agent Member to be credited with, and the
         account of the Agent Member (and, if applicable, the Euroclear or CEDEL
         account, as the case may be) to be debited for, such beneficial
         interest and (C) a certificate in substantially the form set forth in
         Annex B given by the holder of such beneficial interest, the Trustee,
         as Security Registrar, shall instruct the U.S. Depository to reduce the
         principal amount of the applicable Temporary Regulation S Global
         Security or the Regulation S Global Security, as the case may be, and
         to increase the principal amount of the Restricted Global Security of
         the same series, by the principal amount of the beneficial interest in
         the Temporary Regulation S Global Security or the Regulation S Global
         Security to be so transferred, and to credit or cause to be credited to
         the account of the Person specified in such instructions a beneficial
         interest in the Restricted Global Security of the same series having a
         principal amount equal to the amount by which the principal amount of
         the Temporary Regulation S Global Security or the Regulation S Global
         Security, as the case may be, was reduced upon such transfer.

               (6)  Non-Global Restricted Security to Global Security. If the
                    -------------------------------------------------
         holder of a Restricted Security (other than a Global Security) wishes
         at any time to transfer all or a portion of such Security to a Person
         who wishes to take delivery thereof in the form of a beneficial
         interest in the Restricted Global Security, the Temporary Regulation S
         Global Security or the Regulation S Global Security, in each case of
         the same series, such transfer may be effected, subject to the
         Applicable Procedures, only in accordance with this Section 3.5(b)(6).
         Upon receipt by the Trustee, as Security Registrar, at its office in
         The City of New York of (A) such Security and written instructions
         given in accordance with the Applicable Procedures from an Agent Member
         directing the Trustee to credit or cause to be credited to a specified
         Agent Member's account a beneficial interest in the

                                     -34-
<PAGE>

         Restricted Global Security, the Temporary Regulation S Global Security
         or the Regulation S Global Security, as the case may be, in a specified
         principal amount equal to the principal amount of the Restricted
         Security (or portion thereof) of the same series to be so transferred,
         and (B) an appropriately completed certificate substantially in the
         form set forth in Annex D-1 hereto, if the specified account is to be
         credited with a beneficial interest in a Restricted Global Security, or
         Annex D-2 hereto, if the specified account is to be credited with a
         beneficial interest in the Temporary Regulation S Global Security or
         the Regulation S Global Security, given by the holder of such
         beneficial interest, the Trustee, as Security Registrar, shall cancel
         such Restricted Security (and issue a new Security in respect of any
         untransferred portion thereof) as provided in Section 3.5(a) and
         increase the principal amount of the Restricted Global Security,
         Temporary Regulation S Global Security or Regulation S Global Security,
         as the case may be, in each case of the same series, by the specified
         principal amount as provided in Section 3.5(d)(3).

               (7)  Exchanges. In the event that a Restricted Global Security or
                    ---------
         any portion thereof is exchanged for a Regulation S Global Security or
         Securities of the same series other than Global Securities, such other
         Securities may in turn be exchanged (on transfer or otherwise) for
         Securities of the same series that are not Global Securities or for
         beneficial interests in a Global Security of the same series (if any is
         then outstanding) only in accordance with such procedures, which shall
         be substantially consistent with the provisions of clauses (1) through
         (6) above and (8) below (including the certification requirements
         intended to insure that transfers and exchanges of beneficial interests
         in a Global Security comply with Rule 144A, Rule 144 or Regulation S,
         as the case may be) and any Applicable Procedures, as may be from time
         to time adopted by the Company and the Trustee.

               (8)  Interests in Temporary Regulation S Global Through Euroclear
                    ------------------------------------------------------------
         or CEDEL. Until the termination of the Restricted Period, interests in
         --------
         the Temporary Regulation S Global Securities may be held only through
         Agent Members acting for and on behalf of Euroclear and CEDEL, provided
                                                                        --------
         that this Clause (8) shall not prohibit any transfer in accordance with
         Section 3.5(b)(5) hereof.

               (9)  Certain Initial Transfers of Non-Global Securities. In the
                    --------------------------------------------------
         case of Securities initially issued other than in global form, an
         initial transfer or exchange of such Securities that does not involve
         any change in beneficial ownership may be made to an Institutional
         Accredited Investor or Investors as if such transfer or exchange were
         not an initial transfer or exchange.

               (c)  Each Restricted Security and Global Security issued
hereunder shall, upon issuance, bear the legends required by Section 2.2 or
Section 2.5, as the case may be, to be applied to such a Security and such
required legends shall not be removed from such Security except as provided in
the next sentence or paragraph (d) of this Section 3.5. The legend required for
a Restricted Security may be removed from a Security if there is delivered to
the Company such satisfactory evidence, which may include an opinion of
independent counsel licensed to practice law in the State of New York, as may be
reasonably required by the Company that neither such legend nor the restrictions
on transfer set forth therein are required to ensure that

                                     -35-
<PAGE>

transfers of such Security will not violate the registration requirements of the
Securities Act. Upon provision of such satisfactory evidence, the Trustee, at
the written direction of the Company, shall authenticate and deliver in exchange
for such Security another Security or Securities of the same series having an
equal aggregate principal amount that does not bear such legend. If such a
legend required for a Restricted Security has been removed from a Security as
provided above, no other Security issued in exchange for all or any part of such
Security shall bear such legend, unless the Company has reasonable cause to
believe that such other Security is a "restricted security" within the meaning
of Rule 144 and instructs the Trustee in writing to cause a legend to appear
thereon.

               (d)  The provisions of clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

               (1)  Each Global Security authenticated under this Indenture
         shall be registered in the name of the U.S. Depository or a nominee
         thereof and delivered to such U.S. Depository or a nominee thereof or
         custodian therefor, and each such Global Security shall constitute a
         single Security for all purposes of this Indenture.

               (2)  Notwithstanding any other provision in this Indenture or the
         Securities, no Global Security may be exchanged in whole or in part for
         Securities registered, and no transfer of a Global Security in whole or
         in part may be registered, in the name of any Person other than the
         U.S. Depository or a nominee thereof unless (A) the U.S. Depository (i)
         has notified the Company that it is unwilling or unable to continue as
         U.S. Depository for such Global Security or (ii) has ceased to be a
         clearing agency registered under the Exchange Act, (B) in the case of a
         Global Security held for an account of Euroclear or CEDEL, Euroclear or
         CEDEL, as the case may be, (i) is closed for business for a continuous
         period of 14 days (other than by reason of statutory or other holidays)
         or (ii) announces an intention permanently to cease business or does in
         fact do so, (C) there shall have occurred and be continuing an Event of
         Default with respect to such Global Security or (D) a request for
         certificates has been made upon 60 days' prior written notice given to
         the Trustee in accordance with the U.S. Depository's customary
         procedures and a copy of such notice has been received by the Company
         from the Trustee. Any Global Security exchanged pursuant to clause (A)
         or (B) above shall be so exchanged in whole and not in part and any
         Global Security exchanged pursuant to clause (C) or (D) above may be
         exchanged in whole or from time to time in part as directed by the U.S.
         Depository. Any Security issued in exchange for a Global Security or
         any portion thereof shall be a Global Security, provided that any such
                                                         --------
         Security so issued that is registered in the name of a Person other
         than the U.S. Depository or a nominee thereof shall not be a Global
         Security.

               (3)  Securities issued in exchange for a Global Security or any
         portion thereof pursuant to clause (2) above shall be of the same
         series as the Global Security to be exchanged, shall be issued in
         definitive, fully registered form, without interest coupons, shall have
         an aggregate principal amount equal to that of such Global Security or
         portion thereof to be so exchanged, shall be registered in such names
         and be in such authorized denominations as the U.S. Depository shall
         designate and shall bear any legends required hereunder. Any Global
         Security to be exchanged in whole shall be surrendered by the

                                     -36-
<PAGE>

         U.S. Depository to the Trustee, as Security Registrar. With regard to
         any Global Security to be exchanged in part, either such Global
         Security shall be so surrendered for exchange or, if the Trustee is
         acting as custodian for the U.S. Depository or its nominee with respect
         to such Global Security, the principal amount thereof shall be reduced,
         by an amount equal to the portion thereof to be so exchanged, by means
         of an appropriate adjustment made on the records of the Trustee. Upon
         any such surrender or adjustment, the Trustee shall authenticate and
         make available for delivery the Security issuable on such exchange to
         or upon the written order of the U.S. Depository or an authorized
         representative thereof.

               (4)  In the event of the occurrence of any of the events
         specified in clause (2) above, the Company will promptly make available
         to the Trustee a reasonable supply of certificated Securities in
         definitive, fully registered form, without interest coupons.

               (5)  No Agent Members nor any other Persons on whose behalf Agent
         Members may act (including Euroclear and CEDEL and account holders and
         participants therein) shall have any rights under this Indenture with
         respect to any Global Security, or under any Global Security, and the
         U.S. Depository or such nominee, as the case may be, may be treated by
         the Company, the Trustee and any agent of the Company or the Trustee as
         the absolute owner and holder of such Global Security for all purposes
         whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
         the Conmpany, the Trustee or any agent of the Company or the Trustee
         from giving effect to any written certification, proxy or other
         authorization furnished by the U.S. Depository or such nominee, as the
         case may be, or impair, as between the U.S. Depository, its Agent
         Members and any other person on whose behalf an Agent Member may act,
         the operation of customary practices of such Persons governing the
         exercise of the rights of a holder of any Security.

Section 3.6    Mutilated, Destroyed, Lost or Stolen Securities.
               -----------------------------------------------

               If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a new Security of the same series of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

               If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and make
available for delivery, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series as the Security destroyed, lost or stolen, of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

               In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                                     -37-
<PAGE>

                  A Holder shall bear the cost to the Company of replacing a
mutilated, destroyed, stolen or lost Security. Upon the issuance of any new
Security under this Section, the Company also may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies. with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7       Payment of Principal and Interest, Interest Rights Preserved.
                  ------------------------------------------------------------

                  Payment of the principal of the Securities will be made in
immediately available funds, against presentation and surrender of the
Securities by the Holders thereof, and in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts, at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, which the
Company has initially designated as the office of the Trustee, 111 Wall Street,
5th Floor, New York, New York 10043, or, at the option of the Holder and subject
to any fiscal or other laws and regulations, at any other office or agency
maintained by the Company for such purpose.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1)   The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment,

                                     -38-
<PAGE>

         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Securities at such Holder's address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2).

               (2)  The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice given
         by the Company to the Trustee of the proposed payment pursuant to this
         Clause, such manner of payment shall be deemed practicable by the
         Trustee.

               Subject to the foregoing provisions of this Section and Section
3.5, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

Section 3.8    Persons Deemed Owners.
               ---------------------

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Sections 3.5 and 3.7) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 3.9    Cancellation.
               ------------

               All Securities surrendered for payment or registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee. All Securities so delivered shall be canceled
promptly by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 3.9 except as expressly permitted by this Indenture. All
canceled Securities and any certificates in connection

                                     -39-
<PAGE>

therewith shall be held by the Trustee in accordance with its customary
practices until destroyed by the Trustee; provided, however, that the Trustee
                                          --------  -------
shall not be required to destroy such Securities. The Company may not issue new
Securities to replace Securities it has paid in full or delivered to the Trustee
for cancellation.

Section 3.10   Computation of Interest.
               -----------------------

               Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

Section 3.11   CUSIP Numbers.
               -------------

               The Company in issuing the Securities may use "CUSIP" and "CINS"
numbers (if then generally in use), and the Trustee shall use CUSIP numbers or
CINS numbers, as the case may be, in notices of exchange as a convenience to the
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of exchange and that reliance may be placed only on the
other identification numbers printed on the Securities.

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

Section 4.1    Satisfaction and Discharge of Indenture.
               ---------------------------------------

               This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of replacement of Securities herein
expressly provided for and any right to receive the payment of principal of, or
interest on, such Securities), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

               (1)  either

                    (A)  all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 11.3) have been delivered to the Trustee
for cancellation; or

                    (B)  all such Securities not theretofore delivered to the
Trustee for cancellation (other than Securities referred to in clauses (i) and
(ii) of clause (1)(A) above)

                         (i)  have become due and payable, or

                         (ii) will have become due and payable at their Stated
Maturity within one year,

                                     -40-
<PAGE>

and the Company, in the case of clause (i) or (ii) above, has deposited or
caused to be deposited with the Trustee as trust funds (immediately available to
the Holders in the case of clause (i)) in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity, as the case may be;

               (2)  the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

               (3)  the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7 and, if money
shall have been deposited with the Trustee pursuant to clause (1)(B) of this
Section 4.1, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 11.3 shall survive.

Section 4.2    Application of Trust Money.
               --------------------------

               Subject to the provisions of the last paragraph of Section 11.3,
all money deposited with the Trustee pursuant to Section 4.1 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with the Trustee.

                                   ARTICLE V

                                   REMEDIES

Section 5.1    Events of Default.
               -----------------

               "Event of Default," whenever used herein with respect to
Securities of either series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

               (1)  default in the payment of any interest upon any Security of
that series when it becomes due and payable and continuance of such default for
a period of 30 days; or

               (2)  default in the payment of the principal of any Security of
that series at its Maturity; or

               (3)  default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or

                                     -41-
<PAGE>

whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

               (4)  Indebtedness of the Company for borrowed money in an
outstanding principal amount in excess of $25,000,000 in the aggregate, whether
such Indebtedness now exists or shall hereafter be created, is not paid at
maturity (either upon its stated maturity or upon acceleration thereof) and such
default in payment or acceleration has not been cured or rescinded within a
period of 30 days after there shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of Default"
hereunder; provided, however, that the Trustee shall have no obligation, either
           --------  -------
express or implied, to give any notice, make any demand, make any collection,
initiate any judicial proceeding, file any proofs of claim or take any action as
a result of an Event of Default described in this clause (4), unless and until
the Trustee has received written notice of such Event of Default from the
Company, a Holder of a Security or a holder of Indebtedness of the Company;

               (5)  the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under the Bankruptcy Code or any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or

               (6)  the commencement by the Company of a voluntary case or
proceeding under the Bankruptcy Code or any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other singular official of the
Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due.

                                     -42-
<PAGE>

Section 5.2    Acceleration of Maturity; Rescission and Annulment.
               --------------------------------------------------

               If an Event of Default with respect to Securities of either
series at any time Outstanding (other than an Event of Default specified in
Sections 5.1(5) or (6)) occurs and is continuing, then and in every such case
the Trustee shall, at the written request of the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of that series, or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series shall directly, by notice in writing to the Company,
declare the principal of all the Securities of such series to be due and payable
immediately, and upon any such declaration such principal and any accrued
interest shall become immediately due and payable. If an Event of Default
specified in Sections 5.1(5) or (6) occurs and is continuing, the principal and
any accrued interest on all of the Securities then Outstanding shall ipso facto
                                                                     ---- ------
become due and payable immediately without any declaration or other Act on the
part of the Trustee or any Holder.

               At any time after such declaration of acceleration with respect
to Securities of either series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article V provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

               (1)  the Company has paid or deposited with the Trustee a sum
sufficient to pay

                    (A)  all overdue interest thereon on all Securities of that
series,

                    (B)  the principal of any Securities of that series which
have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate borne by the Securities of that series,

                    (C)  to the extent that payment of such interest is lawful,
interest upon overdue interest at a rate of 6.80% per annum on the 6.80% Notes
and 7.00% on the 7.00% Notes, and

                    (D)  all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;

               and

               (2)  all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of, and any interest on,
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.

No such rescission or annulment shall affect any subsequent default or impair
any right consequent thereon.

                                     -43-
<PAGE>

Section 5.3    Collection of Indebtedness and Suits for Enforcement by Trustee.
               ---------------------------------------------------------------

               The Company covenants that if

               (1)  default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days,

               or

               (2)  default is made in the payment of the principal of any
Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent the payment of such
interest shall be legally enforceable, interest on any overdue principal and on
any overdue interest, at a rate of 6.80% per annum on the 6.80% Notes and at a
rate of 7.00% per annum on the 7.00% Notes, and in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

               If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

               If an Event of Default occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

Section 5.4    Trustee May File Proofs of Claim.
               --------------------------------

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or either of
their creditors, the Trustee (irrespective of whether the principal of, and any
interest on, the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                                     -44-
<PAGE>

               (1)  to file and prove a claim for the whole amount of principal
and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee and each predecessor
Trustee, its agents and counsel) and of the Holders of Securities allowed in
such judicial proceeding, and

               (2)  to collect and receive any moneys or other property payable
or deliverable on any such claim and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities by his acceptance thereof to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of Securities, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, and each predecessor Trustee, its agents and counsel and any
other amounts due the Trustee under Section 6.7.

               Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment, or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding; provided, however, that the Trustee may, on behalf of such Holders,
            --------  -------
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors' or other similar committee.

Section 5.5    Trustee May Enforce Claims Without Possession of Securities.
               -----------------------------------------------------------

               All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, and each predecessor Trustee, its
agents and counsel, and other amounts due to the Trustee or such predecessor,
agent or counsel under Section 6.7, be for the ratable benefit of the Holders of
the Securities in respect of which judgment has been recovered.

Section 5.6    Application of Money Collected.
               ------------------------------

               Any money collected by the Trustee pursuant to this Article V
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

               FIRST:   To the payment of all amounts due the Trustee under
Section 6.7;

                                     -45-
<PAGE>

               SECOND:  To the payment of the amounts then due and unpaid for
               principal of and interest on the Securities in respect of which
               or for the benefit of which such money has been collected,
               ratably, without preference or priority of any kind, according to
               the amounts due and payable on such Securities for principal and
               interest, respectively; and

               THIRD:  Any remaining amounts shall be repaid to the Company.

Section 5.7    Limitation on Suits.
               -------------------

               No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

               (1)  such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series;

               (2)  the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

               (3)  such Holder or Holders have offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in
compliance with such request;

               (4)  the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

               (5)  no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

               In the event the Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of the Holders, each
representing less than a majority in aggregate principal amount of the
Outstanding Securities of either series, the Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture, and shall have no liability to any person for such
action or inaction.

Section 5.8    Unconditional Right of Holders to Receive Principal and Interest.
               ----------------------------------------------------------------

               Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 3.7) interest on
such Security on the respective Stated Maturities

                                     -46-
<PAGE>

expressed in such Security and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

Section 5.9    Restoration of Rights and Remedies.
               ----------------------------------

               If the Trustee or any Holder of a Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and such Holders shall continue as though no such proceeding had been
instituted.

Section 5.10   Rights and Remedies Cumulative.
               ------------------------------

               Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

Section 5.11   Delay or Omission Not Waiver.
               ----------------------------

               No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or any acquiescence therein. Every right and remedy given by this
Article V or by law to the Trustee or to the Holders of Securities may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities, as the case my be.

Section 5.12   Control by Holders of Securities.
               --------------------------------

               The Holders of a majority in principal amount of the Outstanding
Securities of either series shall, subject to Section 6.3(e), have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to such series, provided that

               (1)  such direction shall not be in conflict with any rule of law
or with this Indenture, and

               (2)  the Trustee shall not be obligated to follow any direction
which may involve it in personal liability or which may be unduly prejudicial to
Holders not joining therein, and

                                     -47-
<PAGE>

               (3)  the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction or this Indenture.

Section 5.13   Waiver of Past Defaults.
               -----------------------

               The Holders, either (a) through the written consent of not less
than a majority in principal amount of the Outstanding Securities of either
series, or (b) by the adoption of a resolution, at a meeting of Holders of the
Outstanding Securities of either series at which a quorum is present, by the
Holders of at least 66-2/3% in aggregate principal amount of the Outstanding
Securities of such series represented at such meeting, may on behalf of the
Holders of all the Securities of such series waive any past default hereunder
and its consequences with respect to such series, except a default (1) in the
payment of the principal of or interest on any Security, or (2) in respect of a
covenant or provision hereof which under Article IX cannot be modified or
amended without the consent of the Holders of each Outstanding Security
affected.

               Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture with respect to such series; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

Section 5.14   Undertaking for Costs.
               ---------------------

               All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.14 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in aggregate principal amount of the Outstanding Securities of
either series, or to any suit instituted by any Holder of any Security for the
enforcement of the payment of the principal of or interest on any Security on or
after the respective Stated Maturity or Maturities expressed in such Security.

Section 5.15   Waiver of Stay or Extension Laws.
               --------------------------------

               The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                     -48-
<PAGE>

                                  ARTICLE VI

                                  THE TRUSTEE

Section 6.1    Certain Duties and Responsibilities.
               -----------------------------------

               (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

               (b)  Except during the continuance of an Event of Default,

               (1)  the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and

               (2)  in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture.

               (c)  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own wilful misconduct, except that

               (1)  this paragraph (c) shall not be construed to limit the
effect of paragraph (b) of this Section;

               (2)  the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;

               (3)  the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities of either series relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, with respect to such series under this
Indenture; and

               (4)  no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it.

                                     -49-
<PAGE>

               (d)  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

Section 6.2    Notice of Defaults.
               ------------------

               Within 90 days of the occurrence of any default hereunder, the
Trustee shall give to all Holders of Securities, in the manner provided in
Section 1.5, notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that in the case of any default of the character specified in
--------  -------
Section 5.1(3), no such notice to Holders of Securities shall be given until at
least 30 days after the occurrence of such default. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

Section 6.3    Certain Rights of Trustee.
               -------------------------

               Subject to the provisions of Section 6. 1:

               (a)  the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, Officers' Certificate,
other certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

               (b)  any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors of the Company shall be sufficiently
evidenced by a Board Resolution;

               (c)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate or an Opinion of Counsel;

               (d)  the Trustee may consult with counsel (at the expense of the
Company) and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

               (e)  the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities pursuant to this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to
it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

               (f)  the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice,

                                     -50-
<PAGE>

request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

               (g)  the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, custodians or nominees and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent, attorney,
custodian or nominee appointed with due care by it hereunder;

               (h)  the Trustee shall not be deemed to have notice of any Event
of Default under Section 5.1 unless a Responsible Officer of the Trustee shall
have actual knowledge thereof, and

               (i)  in the event that the Trustee is also acting as
authenticating agent, payment agent or securities registrar hereunder, the
rights and protections afforded to the Trustee pursuant to this Article VI shall
also be afforded to the Trustee in such capacities.

Section 6.4    Not Responsible for Recitals or Issuance of Securities.
               ------------------------------------------------------

               The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

Section 6.5    May Hold Securities, Act as Trustee Under Other Indentures.
               ----------------------------------------------------------

               The Trustee, any Authenticating Agent, any Paying Agent or any
other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent or such other agent.

               The Trustee may become and act as trustee under other indentures
under which other securities, or certificates of interest or participation in
other Securities, of the Company are outstanding in the same manner as if it
were not Trustee hereunder.

Section 6.6    Money Held in Trust.
               -------------------

               Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company in writing.

Section 6.7    Compensation and Indemnification of Trustee and Its Prior Claims.
               ----------------------------------------------------------------

               The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, reasonable condensation (which
shall not be limited by any

                                     -51-
<PAGE>

provision of law in regard to the compensation of a trustee of an express trust)
and the Company covenants and agrees to pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other Persons not regularly in its employ), except
to the extent that any such expense, disbursement or advance is due to its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
its directors, officers, employees and agents for, and to hold the Trustee and
its directors, officers, employees and agents harmless against, any loss,
liability or expense incurred by the Trustee or its directors, officers,
employees and agents, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder or the performance of
the Trustee's duties hereunder, including the costs and expenses of defending
the Trustee or its directors, officers, employees and agents against or
investigating any claim or liability in the premises, except to the extent that
any such loss, liability or expense was due to the Trustee's negligence or bad
faith. The obligations of the Company under this Section 6.7 to compensate and
indemnify the Trustee and its directors, officers, employees and agents and to
pay or reimburse the Trustee and its directors, officers, employees and agents
for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture or the earlier resignation and removal of the Trustee. The Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee including, without limitation, all money or property
held or collected by the Trustee in trust to pay the principal of, or interest
on, or any other amounts on any Securities, and such lien shall survive the
satisfaction and discharge of the Indenture and any other termination of the
Indenture including any termination under any bankruptcy law. When the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Sections 5.1(5) or (6), the Holders by their acceptance of the
Securities hereby agree that such expenses and the compensation for such
services are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable Federal or state bankruptcy,
insolvency or similar law. "Trustee" for purposes of this Section 6.7 shall
include any predecessor Trustee, but the negligence or bad faith of any Trustee
shall not affect the indemnification of any other Trustee.

Section 6.8    Corporate Trustee Required; Eligibility.
               ---------------------------------------

               There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof, or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least U.S.$100,000,000, subject to supervision or examination by Federal
or State authority, in good standing and having an established place of business
in The City of New York. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                                     -52-
<PAGE>

Section 6.9    Resignation and Removal; Appointment of Successor.
               -------------------------------------------------

               (a)  No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

               (b)  The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by this Section 6.9 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

               (c)  The Trustee may be removed at any time by an Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and the Company.

               (d)  If at any time:

                    1.   the Trustee shall cease to be eligible under Section
6.8 and shall fail to resign after written request therefor by the Company or by
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months, or

                    2.   the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,

then, in any such case (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder of a Security who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

               (e)  If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
and shall comply with the applicable requirements of this Section 6.9. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of this Section 6.9, become the successor
Trustee and supersede the successor Trustee appointed by the Company. If no
successor Trustee shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by this Section 6.9,
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

                                     -53-
<PAGE>

               (f)  The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders of Securities in the manner provided in Section 1.5. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

               Notwithstanding the replacement of the Trustee pursuant to this
Section 6.9, the Company's obligations under Section 6.7 shall continue for the
benefit of the retiring Trustee.

               The retiring Trustee shall not be liable for the acts or
omissions of any successor Trustee hereunder.

Section 6.10   Acceptance of Appointment by Successor.
               --------------------------------------

               Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the Successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

               No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be eligible under this
Article.

               Upon the acceptance of appointment by any successor Trustee, all
fees, charges and expenses of the retiring Trustee shall become immediately due
and payable upon the rendering of a statement thereof.

Section 6.11   Appointment of Co-Trustee or Separate Trustee.
               ---------------------------------------------

               (a)  Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the trust may at the time be located, the Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Persons reasonably acceptable to the Company to act as a co-trustee or co-
trustees, or separate trustee or separate trustees, and to vest in such Person
or Persons, in such capacity and for the benefit of the Security Holders, such
title to the Securities, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.9 and no notice to Security Holders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.9 hereof. All fees, charges and expenses of any co-trustee or separate
trustee appointed pursuant to this Section 6.11 shall be paid by the Company.

                                     -54-
<PAGE>

               (b)  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                    (i)   all rights, powers, duties and obligations conferred
               or imposed upon the Trustee shall be conferred or imposed upon
               and exercised or performed by the Trustee and such separate
               trustee or co-trustee jointly (it being understood that such
               separate trustee or co-trustee is not authorized to act
               separately without the Trustee joining in such act), except to
               the extent that under any law of any jurisdiction in which any
               particular act or acts are to be performed, the Trustee shall be
               incompetent or unqualified to perform such act or acts, in which
               event such rights, powers, duties and obligations, (including the
               holding of title to the trust or any portion thereof in any such
               jurisdiction) shall be exercised and performed singly by such
               separate trust or co-trustee, but solely at the direction of the
               Trustee;

                    (ii)  the Trustee shall not be personally liable by reason
               of any act or omission of any separate trustee or co-trustee
               (subject to the provisions of Section 6.1 hereof);

                    (iii) the Trustee may at any time accept the resignation of
               or remove any separate trustee or co-trustee.

               (c)  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the separate trustees and co-
trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Indenture, specifically including every provision of this Indenture
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

Section 6.12   Merger, Conversion, Consolidation or Succession to Business.
               -----------------------------------------------------------

               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise eligible under this Article,
--------
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

                                     -55-
<PAGE>

Section 6.13   Authenticating Agent.
               --------------------

               The Trustee may appoint an Authenticating Agent or Agents
acceptable to the Company with respect to the Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon exchange or substitution pursuant to this Indenture. Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder, and every reference in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State thereof and
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than U.S.$100,000,000 or its equivalent in
another currency or composite currencies and subject to supervision or
examination by government authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section 6.13, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
6.13, such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section 6.13.

               Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
                      --------
under this Section 6.13, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

               An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.13, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 6.13.

               If an Authenticating Agent is appointed with respect to the
Securities pursuant to this Section 6.13, the Securities may have endorsed
thereon, in addition to or in lieu of the Trustee's certification of
authentication, an alternative certificate of authentication in the following
form:

                                     -56-
<PAGE>

               This is one of the Securities (as the case may be) referred to in
the within-mentioned Indenture.

Dated:                                 Citibank, N.A., as Trustee

                                       By [Authenticating Agent or authorized
                                       representative], as Authenticating Agent




                                        By:_____________________________________
                                                 Authorized Signatory


Section 6.14   Disqualification; Conflicting Interests.
               ---------------------------------------

               If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.


                                  ARTICLE VII

               HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section 7.1    Company to Furnish Trustee Names and Addresses of Holders.
               ---------------------------------------------------------

               The Company will furnish or cause to be furnished to the Trustee

               (a)   semi-annually, not more than 15 days after the Regular
Record Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Securities as of such Regular Record Date,
and

               (b)   at such other times as the Trustee may reasonably
request in writing, within 30 days after the receipt by the Company of any such
request, a list of singular form and content as of a date not more than 15 days
prior to the time such list is furnished;

except that for so long as the Trustee is the Security Registrar, the Company
shall not be required to furnish to the Trustee the information required by this
Section 7. 1.

Section 7.2    Preservation of Information; Communications to Holders.
               ------------------------------------------------------

               (a)   The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it pursuant to Section
7.1 upon receipt of a new list so furnished.

               (b)   The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties

                                     -57-
<PAGE>

of the Trustee, shall be as provided by the Trust Indenture Act for holders of
securities issued under an indenture qualified pursuant to the Trust Indenture
Act.

               (c)   Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act or the Code.

Section 7.3    Reports by the Company.
               ----------------------

               (a)   The Company shall file with the Trustee, within 15 days
after the Company is required to file the same with the Commission, copies of
any annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may by rules
and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. In the event the
Company is not subject to Section 13 or 15(d) of the Exchange Act, it shall file
with the Trustee upon request the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

               (b)   The Company shall file with the Trustee such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
reasonably requested from time to time by the Trustee.

                                 ARTICLE VIII

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1    Company May Consolidate, Etc., Only on Certain Terms.
               ----------------------------------------------------

               The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease all or substantially all of the Company's
properties and assets to any Person, and the Company shall not permit any Person
to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

               (1)   in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease all or substantially all of
         the Company's properties and assets to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, all or
         substantially all of the Company's properties and assets shall be a
         corporation, partnership, trust or other entity, shall be organized and
         validly existing under the laws of the United States of America, any
         State thereof or the District of Columbia and shall expressly assume,
         by an indenture supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of and any premium and interest on all the
         Securities and the performance or observance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

                                     -58-
<PAGE>

               (2)   immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         any Subsidiary as a result of such transaction as having been incurred
         by the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

               (3)   if, as a result of any such consolidation or merger or such
         conveyance, transfer or lease, properties or assets of the Company
         would become subject to a Lien which would not be permitted by this
         Indenture, the Company or such successor Person, as the case may be,
         shall take such steps as shall be necessary effectively to secure the
         Securities equally and ratably with (or prior to) all indebtedness
         secured thereby; and

               (4)   the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

Section 8.2    Successor Substituted.
               ---------------------

               Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer, sale or lease of all
or substantially all the properties and assets of the Company in accordance with
Section 8.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter the predecessor
Person shall be relieved of all obligations and covenants under this Indenture
and the Securities.

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

Section 9.1    Supplemental Indentures Without Consent of Holders of Securities.
               ----------------------------------------------------------------

               Without the consent of any Holders of Securities, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, for any
of the following purposes:

               (1)   to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants and obligations of the
Company herein and in the Securities as permitted by this Indenture; or

               (2)   to add to the covenants of the Company for the benefit of
the Holders of Securities, or to surrender any right or power herein conferred
upon the Company; or

               (3)   to secure the Securities; or

                                     -59-
<PAGE>

               (4)   to modify the restrictions on, and procedures for, resale
and other transfers of the Securities to the extent required by any change in
applicable law or regulation (or the interpretation thereof) or in practice
relating to the resale or transfer of restricted securities generally; or

               (5)   to accommodate the issuance, if any, of Securities in book-
entry or definitive form and matters related thereto which do not adversely
affect the interest of the Holders of Securities; or

               (6)   to comply with any requirements of the Commission in order
to effect and maintain, to the extent required, the qualification of this
Indenture under the Trust Indenture Act; or

               (7)   to cure any ambiguity, to correct or supplement any
provision herein, which may be inconsistent with any other provision herein or
which is otherwise defective, or to make any other provisions with respect to
matters or questions arising under this Indenture as the Company and the Trustee
may deem necessary or desirable, provided, such action pursuant to this clause
                                 --------
(7) shall not adversely affect the interests of the Holders of Securities in any
material respect.

               Upon Company Request, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and subject to and
upon receipt by the Trustee of the documents described in Section 9.4 hereof,
the Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the term of this Indenture and any further
appropriate agreements and stipulations which may be therein contained.

Section 9.2    Supplemental Indentures With Consent of Holders of Securities.
               -------------------------------------------------------------

               With either (a) the written consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
each series affected by such supplemental indenture, by the Act of said Holders
delivered to the Company and the Trustee, or (b) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of 66-2/3% in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture represented at such meeting (subject to Section 9.4), the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
                                 --------  -------
indenture shall, without the consent or affirmative vote of the Holder of each
Outstanding Security affected thereby,

               (1)   change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal amount thereof
or the rate of interest payable thereon, or change the coin or currency in which
any Security or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or

                                     -60-
<PAGE>

               (2)   reduce the requirements of Section 10.4 for quorum or
voting, or reduce the percentage in aggregate principal amount of the
Outstanding Securities of either series the consent of whose Holders is required
for any such supplemental indenture or the consent of whose Holders is required
for any waiver provided for in this Indenture, or

               (3)   modify the obligation of the Company to maintain an office
or agency in The City of New York pursuant to Section 11.2, or

               (4)   modify any of the provisions of this Section, Section 5.13
or Section 11.14, except to increase any percentage contained herein or therein
or to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby, or

               (5)   modify any of the provisions of Section 11.9 or 11.13.

               It shall not be necessary for any Act of Holders of Securities
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

Section 9.3    Trustee Protected.
               -----------------

               If, in the opinion of the Trustee hereunder, any document
required to be executed pursuant to the term of Section 9.2 hereof adversely
affects any right, duty, immunity or indemnity with respect to it under this
Indenture, the Trustee in its discretion may decline to execute such document.

Section 9.4    Execution of Supplemental Indentures.
               ------------------------------------

               In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and an Officers' Certificate to the
effect that all conditions precedent have been satisfied. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 9.5    Effect of Supplemental Indentures.
               ---------------------------------

               Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 9.6    Reference in Securities to Supplemental Indentures.
               --------------------------------------------------

               Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in

                                     -61-
<PAGE>

form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities so modified as to
conform, in the opinion of the Company and the Trustee, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

Section 9.7    Notice of Supplemental Indentures.
               ---------------------------------

               Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 9.2, the
Company shall give notice to all Holders of Securities, in the manner provided
in Section 1.5, of such fact, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Company to give such notice, or
any defect therein, shall not in any way impair or affect the validity of any
such supplemental indenture.

                                   ARTICLE X

                       MEETINGS OF HOLDERS OF SECURITIES

Section 10.1   Purposes for Which Meetings May Be Called.
               -----------------------------------------

               A meeting of Holders of Securities of either or both series may
be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.

Section 10.2   Call, Notice and Place of Meetings.
               ----------------------------------

               (a)   The Trustee may at any time call a meeting of Holders of
Securities of either series for any purpose specified in Section 10.1, to be
held at such time and at such place in The City of New York as the Trustee shall
determine. Notice of every meeting of Holders of Securities, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given, in the manner provided in Section 1.5,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

               (b)   In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of either series shall have requested the Trustee to call
a meeting of the Holders of Securities of such series for any purpose specified
in Section 10.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after receipt
of such request or shall not thereafter proceed to cause the meeting to be held
as provided herein, then the Company or the Holders of Securities of such series
in the amount specified, as the case may be, may determine the time and the
place in The City of New York for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in paragraph (a) of this
Section.

                                     -62-
<PAGE>

Section 10.3   Persons Entitled to Vote at Meetings.
               ------------------------------------

               To be entitled to vote at any meeting of Holders of Securities of
either series, a Person shall be (a) a Holder of one or more Outstanding
Securities of the applicable series, or (b) a Person appointed by an instrument
in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of the applicable series by such Holder or Holders. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

Section 10.4   Quorum; Action.
               --------------

               The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of the series as to which a meeting has been called
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities, be dissolved. In any other case, the meeting
may be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting (subject to
repeated applications of this sentence). Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 10.2(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage of the principal amount
of the Outstanding Securities which shall constitute a quorum.

               Subject to the foregoing, at the reconvening of any meeting
adjourned for a lack of a quorum, the persons entitled to vote 25% in aggregate
principal amount of the Outstanding Securities of the applicable series (or of
both series, as the case may be) at the time shall constitute a quorum for the
taking of any action set forth in the notice of the original meeting.

               At a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid, any resolution and all matters (except
as limited by the proviso to Section 9.2) shall be effectively passed and
decided if passed or decided by the Persons entitled to vote not less than 66
2/3% in aggregate principal amount of Outstanding Securities of the applicable
series represented and voting at such meeting.

               Any resolution passed or decisions taken at any meeting of
Holders of Securities of either series duly held in accordance with this Section
shall be binding on all the Holders of Securities of the applicable series,
whether or not present or represented at the meeting.

Section 10.5   Determination of Voting Rights; Conduct and Adjournment of
               ----------------------------------------------------------
Meetings.
--------

               (a)   Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities in regard to proof of the holding of Securities
and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of

                                     -63-
<PAGE>

proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1.3 and the
appointment of any proxy shall be proved in the manner specified in Section 1.3.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 10.3 or other proof.

               (b)   The Trustee shall, by an instrument in writing, appoint a
temporary chairman (which may be the Trustee) of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities as provided in
Section 10.2(b), in which case the Company or the Holders of Securities calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities of the applicable series represented at the
meeting.

               (c)   At any meeting, each Holder of a Security of the applicable
series or proxy shall be entitled to one vote for each U.S. $1,000 principal
amount of Securities of such series held or represented by him; provided,
                                                                --------
however, that no vote shall be cast or counted at any meeting in respect of any
-------
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security or proxy.

               (d)   Any meeting of Holders of Securities duly called pursuant
to Section 10.2 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote a majority in principal amount of the Outstanding
Securities of the applicable series represented at the meeting, and the meeting
may be held as so adjourned without further notice.

Section 10.6   Counting Votes and Recording Action of Meetings.
               -----------------------------------------------

               The vote upon any resolution submitted to any meeting of Holders
of Securities shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each meeting of Holders of
Securities shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 10.2 and, if
applicable, Section 10.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                     -64-
<PAGE>

                                  ARTICLE XI

                                   COVENANTS

Section 11.1   Payment of Principal and Interest.
               ---------------------------------

               The Company will duly and punctually pay the principal of and
interest on the Securities in accordance with the term of the Securities and
this Indenture.

Section 11.2   Maintenance of Offices or Agencies.
               ----------------------------------

               The Company hereby appoints the Corporate Trust Office of the
Trustee as its agent in The City of New York where Securities may be presented
or surrendered for payment, where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.

               The Company hereby appoints the principal corporate trust office
of the Trustee as Paying Agent for the payment of principal of and interest on
the Securities, and appoints the office of the Trustee as transfer agent where
Securities may be surrendered for registration of transfer or exchange.

               The Company may at any time and from time to time vary or
terminate the appointment of any such agent or appoint any additional agents
with or without cause for any or all of such purposes; provided, however, that
                                                       --------  -------
until all of the Securities have been delivered to the Trustee for cancellation,
or moneys sufficient to pay the principal of and interest on the Securities have
been made available for payment and either paid or returned to the Company
pursuant to the provisions of Section 11.3, the Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company, in respect of the Securities and this Indenture, may be
served. The Company will give prompt written notice to the Trustee, and will
give notice to Holders of Securities in the manner specified in Section 1.5, of
the appointment or termination of any such agents and of the location and any
change in the location of any such office or agency.

               If at any time the Company shall fail to maintain any such
required office or agency, or shall fail to furnish the Trustee with the address
thereof, presentations and surrenders may be made and notices and demands may be
served on the Corporate Trust Office of the Trustee, and the Company hereby
appoints the same as its agent to receive such respective presentations, notices
and demands.

Section 11.3   Money for Security Payments To Be Held in Trust.
               -----------------------------------------------

               If the Company at any time shall act as its own Paying Agent,
it will, on or before each due date of the principal of or interest on any of
the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal or interest so

                                     -65-
<PAGE>

becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and the Company will promptly notify the Trustee of its
action or failure so to act.

               Whenever the Company shall have one or more Paying Agents, it
will, prior to or on each due date of the principal of or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of any failure so to
act.

               The Company will cause each Paying Agent other than the Trustee
or affiliate of the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will:

               (1)   hold all sums held by it for the payment of the principal
         of or interest on Securities in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such persons or
         otherwise disposed of as herein provided;

               (2)   give the Trustee written notice of any default by the
         Company (or any other obligor upon the securities) in the making of any
         payment of principal or interest; and

               (3)   at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

               The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or interest on
any Security and remaining unclaimed for two years after such principal or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as a general unsecured
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
                                                          --------  -------
that the Trustee or such Paying Agent, before making any such repayment, may at
the expense of the Company cause to be published once, in an Authorized
Newspaper in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company, and
provided, further, that any such publication shall not relieve
--------  -------

                                     -66-
<PAGE>

the Trustee or any Paying Agent of their obligation to pay any amounts to the
Company in the manner provided in this Section 11.3.

Section 11.4   Corporate Existence.
               -------------------

               Subject to Article VIII, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
                                                          --------  -------
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 11.5   Maintenance of Properties.
               -------------------------

               The Company shall maintain or cause to be maintained in good
repair, working order and condition all properties used or useful in the
business of the Company and its Subsidiaries and from time to time will make or
cause to be made all appropriate repairs, renewals and replacements thereof, if
the failure to perform such actions would in the aggregate have a Material
Adverse Effect.

Section 11.6   Maintenance of Insurance.
               ------------------------

               The Company shall maintain or cause to be maintained, through
self-insurance or with financially sound and reputable insurers, insurance with
respect to their properties and business and the properties and business of
their Subsidiaries against loss or damage of the kinds customarily insured
against by corporations of established reputation engaged in the same or similar
businesses and similarly situated, of such types and in such amounts as are
customarily carried under similar circumstances by such other corporations, if
the failure to do so would (as to all such failures in the aggregate) have a
Material Adverse Effect.

Section 11.7   Compliance with Laws.
               --------------------

               The Company shall comply with the requirements of each applicable
Requirement of Law, except where the failure to do so would not in the aggregate
have a Material Adverse Effect.

Section 11.8   Payment of Taxes and Claims.
               ---------------------------

               The Company shall pay, and cause each of its Subsidiaries to pay,
all taxes, assessments and other charges (other than taxes, assessments and
other governmental charges not exceeding $5,000,000 in the aggregate) imposed
upon them or any of their properties or assets or in respect of any of their
franchises, business, income or property before any penalty or interest accrues
thereon, and all claims (including, without limitation, claims for labor,
services, materials and supplies) for sums (other than claims not exceeding
$5,000,000 in the aggregate) which have become due and payable and which by law
have or may become a Lien upon any of their properties or assets, prior to the
time when any penalty or fine shall be incurred with respect thereto; provided
that no such governmental charge or claim need be paid if it is being contested

                                     -67-
<PAGE>

in good faith by appropriate proceedings and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor.

Section 11.9   Delivery of Certain Information.
               -------------------------------

               At any time when the Company is not subject to Section 13 or
15(d) of the Exchange Act or is exempt therefrom, upon the request of a Holder
of a Restricted Security, the Company will as promptly as reasonably practicable
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder of Restricted Securities, or to a prospective purchaser of such
security designated by any such Holder or holder, as the case may be, to the
extent required to permit compliance by such holder with Rule 144A under the
Securities Act (or any successor provision thereto) in connection with the
resale of such Security by such Holder; provided, however, that the Company
                                        --------  -------
shall not be required to furnish such information in connection with any request
made on or after the date which is three years from the later of (i) the date
such a security (or any predecessor security) was acquired from the Company and
(ii) the date such a security (or any predecessor security) was last acquired
from the Company or an "affiliate" of the Company within the meaning of Rule 144
under the Securities Act (or any successor provision thereto); and provided,
                                                                   --------
further, that the Company shall not be required to furnish such information at
-------
any time to a prospective purchaser located outside the United States who is not
a "U.S. Person" within the meaning of Regulation S under the Securities Act if
such Security may then be sold to such prospective purchaser in accordance with
Rule 904 under the Securities Act (or any successor provision thereto). "Rule
144A Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).

          At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act and therefore is not a reporting company pursuant thereto, the
Company will make available to each Holder of any Security (in reasonable
quantities for redistribution to beneficial owners), annual audited consolidated
financial statements of the Company, with the notes thereto and with a report
thereon by independent accountants of established national reputation (to be
available within 90 days after the end of each fiscal year), and unaudited
quarterly consolidated financial statements of the Company, without notes or
with abbreviated notes and without any such report thereon (to be available
within 60 days after the end of each of the first three quarters of each fiscal
year). Such financial statements shall be prepared in accordance with generally
accepted accounting principles (except for such omitted or abbreviated notes in
the case of the quarterly financial statements). Such financial statements shall
be mailed or otherwise distributed to Holders by such method as the Company may
reasonably determine.

Section 11.10  Limitation on Liens.
               -------------------

               The Company will not, and will not permit any Restricted
Subsidiary to, create, incur, issue, assume or guarantee any Indebtedness
secured by a Lien upon any Principal Property, or upon shares of capital stock
or Indebtedness issued by any Restricted Subsidiary and owned by the Company or
any Restricted Subsidiary, now or hereafter acquired, without effectively
providing concurrently that the Securities of each series then outstanding are
secured equally and ratably with or, at the option of the Company, prior to such
Indebtedness so long as such Indebtedness shall be so secured.

                                     -68-
<PAGE>

               The foregoing restriction shall not apply to, and there shall be
excluded from Indebtedness in any computation under such restriction,
Indebtedness secured by (i) Liens on any property existing at the time of the
acquisition thereof; (ii) Liens on property of a corporation existing at the
time such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a sale, lease or other disposition all
or substantially all of the properties of such corporation (or a division
thereof) to the Company or a Restricted Subsidiary, provided that any such Lien
                                                    --------
does not extend to any property owned by the Company or any Restricted
Subsidiary immediately prior to such merger, consolidation, sale, lease or
disposition; (iii) Liens on property of a corporation existing at the time such
corporation becomes a Restricted Subsidiary; (iv) Liens in favor of the Company
or a Restricted Subsidiary; (v) Liens to secure all or part of the cost of
acquisition, construction, development or improvement of the underlying
property, or to secure Indebtedness incurred to provide funds for any such
purpose, provided that the commitment of the creditor to extend the credit
         --------
secured by any such Lien shall have been obtained not later than 180 days after
the later of (A) the completion of the acquisition, construction, development or
improvement of such property and (B) the placing in operation of such property
or of such property as so constructed, developed or improved; (vi) Liens in
favor of the United States of America or any State thereof, or any department,
agency or instrumentality or political subdivision thereof, to secure partial,
progress, advance or other payments; (vii) Liens securing industrial revenue or
pollution control bonds; and (viii) Liens existing on the date of the Indenture
or any extension, renewal or replacement or refunding of any Indebtedness
secured by a Lien existing on the date of the Indenture or referred to in clause
(i), (ii), (iii) or (v); provided, however, that the principal amount of
                         --------  -------
Indebtedness secured thereby and not otherwise authorized by clauses (i) through
(vii) shall not exceed the principal amount of Indebtedness, plus any premium or
fee payable in connection with any such extension, renewal, replacement, or
refunding, so secured at the time of such extension, renewal, replacement or
refunding.

               Notwithstanding the restrictions described above, the Company and
its Restricted Subsidiaries may create, incur, issue, assume or guarantee
Indebtedness secured by Liens without equally and ratably securing the
Securities of each series then outstanding if, at the time of such creation,
incurrence, issuance, assumption or guarantee, after giving effect thereto and
to the retirement of any Indebtedness which is concurrently being retired, the
aggregate amount of all outstanding Indebtedness secured by Liens which would
otherwise be subject to such restrictions (other than any Indebtedness secured
by Liens permitted as described in clauses (i) through (viii) of the immediately
preceding paragraph) plus all Attributable Indebtedness in respect of sale and
leaseback transactions with respect to Principal Properties (with the exception
of such transactions which are permitted under clauses (i) through (v) of the
first sentence of the first paragraph of Section l1.11) does not exceed 10% of
Consolidated Net Tangible Assets.

Section 11.11  Limitation on Sale and Leaseback Transactions.
               ---------------------------------------------

               The Company will not, and will not permit any Restricted
Subsidiary to, enter into any sale and leaseback transaction with respect to any
Principal Property unless: (i) the sale and leaseback transaction is solely with
the Company or another Restricted Subsidiary; (ii) the lease is for a period not
in excess of three years, including renewal rights; (iii) the lease secures or
relates to industrial revenue or pollution control bonds; (iv) the Company or
such Restricted Subsidiary would (at the time of entering into such arrangement)
be entitled as described in

                                     -69-
<PAGE>

clauses (i) through (viii) of the second paragraph of Section 11.10, without
equally and ratably securing the Securities of each series then outstanding, to
create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such
Principal Property in the amount of the Attributable Indebtedness arising from
such sale and leaseback transaction; (v) the Company or such Restricted
Subsidiary, within 180 days after the sale of such Principal Property in
connection with such sale and leaseback transaction is completed, applies an
amount equal to the greater of (A) the net proceeds of the sale of the Principal
Property leased and (B) the fair market value of the Principal Property leased
to (1) the retirement of Securities, other Funded Indebtedness of the Company
ranking on a parity with the Securities, or Funded Indebtedness of a Restricted
Subsidiary or (2) the purchase of other property which will constitute a
Principal Property having a value at least equal to the value of the Principal
Property leased; or (vi) the Attributable Indebtedness of the Company and its
Restricted Subsidiaries in respect of such sale and leaseback transaction and
all other sale and leaseback transactions entered into after the date of this
Indenture (other than any such sale and leaseback transactions as would be
permitted as described in clauses (i) through (v) of this sentence), plus the
aggregate principal amount of Indebtedness secured by Liens on Principal
Properties then outstanding (not including any such Indebtedness secured by
Liens described in clauses (i) through (viii) of the second paragraph of Section
11.10) which do not equally and ratably secure such outstanding Securities (or
secure such outstanding Securities on a basis that is prior to other
Indebtedness secured thereby), would not exceed 10% of Consolidated Net Tangible
Assets.

Section 11.12  Statement by Officers as to Default.
               -----------------------------------

               The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officers' Certificate stating that
a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the Officers
signing such certificate, with a view to determining whether any default exists
in the performance and observance of any of the terms, provisions and conditions
of this Indenture and whether the Company has observed, performed and fulfilled
its obligations under this Indenture. If the Officers signing the Certificate
know of such a default, the Officers' Certificate shall describe such default
and its status with particularity. The Company shall also promptly notify the
Trustee if the Company's fiscal year is changed so that the end thereof is on
any date other than the then current fiscal year end date.

               The Company will also deliver to the Trustee, forthwith upon any
Officer becoming aware of any Event of Default, an Officers' Certificate
specifying with particularity such default or Event of Default and further
stating what action the Company has taken, is taking or proposes to take with
respect thereto.

Section 11.13   Resale of Certain Securities.
                ----------------------------

                During the period beginning on November 6, 1996 and ending on
November 6, 1999, the Company will not, and will not permit any of its
"affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) to, resell any Securities which constitute
"restricted securities" under Rule 144 that have been reacquired by any of them.
The Trustee shall have no responsibility in respect of the Company's performance
of its agreement in the preceding sentence.

                                     -70-
<PAGE>

Section 11.14  Waiver of Certain Covenants.
               ---------------------------

               The Company may, with respect to the Securities of either series,
omit in any particular instance to comply with any covenant or condition set
forth in any covenant provided pursuant to Sections 11.5 to 11.11, inclusive,
for the benefit of Holders of such series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series (or such lesser amount as shall have acted at a
meeting pursuant to the provisions of this Indenture) shall either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

Section 11.15  Book-Entry System.
               -----------------

               If the Securities cease to trade in the U.S. Depository's book-
entry settlement system, the Company covenants and agrees that it shall use
reasonable efforts to make such other book-entry arrangements that it determines
are reasonable for the Securities.

                                     -71-
<PAGE>

                              __________________

               This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

               IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                 LEVI STRAUSS & CO.



                                 By /s/ Joseph M. Maurer
                                    ------------------------------------------
                                    Name: Joseph M. Maurer
                                    Title: Vice President & Treasurer

                                 By /s/ Maeve L.J. Richard
                                    ------------------------------------------
                                    Name: Maeve L.J. Richard
                                    Title: Assistant Treasurer

[SEAL]


     Attest:


  /s/ Nenita T. Sobejana
------------------------------
Name:  Nenita T. Sobejana
Title:  Secretary

                                 CITIBANK, N.A., not in its individual capacity
                                 but solely as Trustee

                                 By___________________________________________
                                   Name:
                                   Title:


[SEAL]

                                     -72-
<PAGE>

     Attest:


__________________________
Name:_____________________
Title:____________________
      _______________

                                     -73-
<PAGE>

State of          California
        ----------------------------

County of         San Francisco
         ---------------------------

On November 5, 1996                  before me, ANITA L. DRENNAN, NOTARY PUBLIC,
   ---------------------------------            -------------------------------
              DATE                   NAME, TITLE OF OFFICER - E.G., "JANE DOE,
                                     NOTARY PUBLIC"

personally appeared        JOSEPH M. MAURER, VICE-PRESIDENT & TREASURER,
                   ------------------------------------------------------------
                                        NAME(S) OF SIGNER(S)

[X] personally known to me - OR - [_] proved to me on the basis of satisfactory
                                        evidence to be the person(s) whose
                                        name(s) is/are subscribed to the within
                                        instrument and acknowledged to me that
           [SEAL]                       he/she/they executed the same in
                                        his/her/their authorized capacity(ies),
                                        and that by his/her/their signature(s)
                                        on the instrument the person(s), or the
                                        entity upon behalf of which the
                                        person(s) acted, executed the
                                        instrument.

                                          WITNESS my hand and official seal.

                                          /s/ Anita L. Drennan
                                          --------------------------------------
                                             SIGNATURE OF NOTARY



================================== OPTIONAL ====================================

Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

   CAPACITY CLAIMED BY SIGNER                DESCRIPTION OF ATTACHED DOCUMENT

[_] INDIVIDUAL
[X] CORPORATE OFFICER
                                             ___________________________________
                                                  TITLE OR TYPE OF DOCUMENT
__________________________________
                     TITLE(S)
[_] PARTNER(S)       [_] LIMITED
                     [_] GENERAL             ___________________________________
[_] ATTORNEY-IN-FACT                                  NUMBER OF PAGES
[_] TRUSTEE(S)
[_] GUARDIAN/CONSERVATOR
[_] OTHER:________________________           ___________________________________
    ______________________________                    DATE OF DOCUMENT
    ______________________________

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)             ___________________________________
__________________________________            SIGNER(S) OTHER THAN NAMED ABOVE
__________________________________
<PAGE>

State of        California
        ----------------------------

County of       San Francisco
         ---------------------------

On November 5, 1996                  before me, ANITA L. DRENNAN, NOTARY PUBLIC,
   ---------------------------------            -------------------------------
                DATE                 NAME, TITLE OF OFFICER - E.G., "JANE DOE,
                                     NOTARY PUBLIC"

personally appeared         MAEVE L. J. RICHARD, ASSISTANT TREASURER,
                    -----------------------------------------------------------
                                          NAME(S) OF SIGNER(S)

[X] personally known to me - OR - [_] proved to me on the basis of satisfactory
                                          evidence to be the person(s) whose
                                          name(s) is/are subscribed to the
                                          within instrument and acknowledged to
           [SEAL]                         me that he/she/they executed the same
                                          in his/her/their authorized
                                          capacity(ies), and that by
                                          his/her/their signature(s) on the
                                          instrument the person(s), or the
                                          entity upon behalf of which the
                                          person(s) acted, executed the
                                          instrument.

                                            WITNESS my hand and official seal.

                                            /s/ Anita L. Drennan
                                            ------------------------------------
                                                     SIGNATURE OF NOTARY



================================== OPTIONAL ====================================

Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

    CAPACITY CLAIMED BY SIGNER                 DESCRIPTION OF ATTACHED DOCUMENT

[_] INDIVIDUAL
[X] CORPORATE OFFICER
                                               _________________________________
_____________________________________              TITLE OR TYPE OF DOCUMENT
                         TITLE(S)
[_] PARTNER(S)           [_] LIMITED
                         [_] GENERAL           _________________________________
[_] ATTORNEY-IN-FACT                                   NUMBER OF PAGES
[_] TRUSTEE(S)
[_] GUARDIAN/CONSERVATOR                       _________________________________
[_] OTHER:___________________________                  DATE OF DOCUMENT
    _________________________________
    _________________________________

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)               _________________________________
_____________________________________          SIGNER(S) OTHER THAN NAMED ABOVE
_____________________________________

<PAGE>

                             ____________________

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                                     LEVI STRAUSS & CO.


                                                     By________________________
                                                       Name:
                                                       Title:


                                                     By________________________
                                                       Name:
                                                       Title:


[SEAL]


     Attest:


________________________
Name:___________________
Title:__________________
      __________



                                                     CITIBANK, N.A., not in its
                                                     individual capacity but
                                                     solely as Trustee

                                                     By /s/ Robert T. Kirchner
                                                       ------------------------
                                                       Name: Robert T. Kirchner
                                                       Title: Vice President

[SEAL]


     Attest:

                                     -76-
<PAGE>

__________________________________
Name:    /s/ Wafaa Orfy
     -----------------------------
Title:   Senior Trust Officer
      ----------------------------
      _________________

                                     -77-
<PAGE>

STATE OF CALIFORNIA                         )
                                                     :ss.:
COUNTY OF SAN FRANCISCO                     )



                  On the 6th day of November 1996, before me personally
came_______________ , to me known, who, being by me duly sworn, did depose and
say that he is ______________ of Levi Strauss & Co., one of the corporations
described in and which executed the foregoing installment; that he/she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he/she signed his name thereto by like authority.

                                              _______________________________
                                                       Notary Public

STATE OF NEW YORK            )
                                 :ss.:
COUNTY OF NEW YORK           )


                  On the 6th day of November 1996, before me personally came
Robert Kirchner, to me known, who, being by me duly sworn, did depose and say
that he is Vice President of Citibank, N.A., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                               /s/ Jeffry Borgen
                                               -------------------------------
                                                         Notary Public

                                     -78-
<PAGE>

                                                                       ANNEX A-1

                        FORM OF TRANSFER CERTIFICATE--
                         RESTRICTED GLOBAL SECURITY TO
                    TEMPORARY REGULATION S GLOBAL SECURITY

                     REGULATION S GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.5(b)(3)
                               of the Indenture)

Citibank, N.A., as Trustee
111 Wall Street, 5th Floor
New York, New York  10043

                       Re:      Levi Strauss & Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1, 200[3] [or] [6] (the "Notes")
                                ---------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This certificate relates to U.S.$____ aggregate principal
amount of Notes which are evidenced by the Restricted Global Security (CUSIP
No.____) and held with the U.S. Depository in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
beneficial interest in the Notes to a Person who will take delivery thereof in
the form of an equal aggregate principal amount of Securities evidenced by the
Temporary Regulation S Global Security (CUSIP No.____), which amount,
immediately after such transfer, is to be held with the U.S. Depository through
Euroclear or CEDEL or both.

                  In connection with such request and in respect of such
Securities, the Transferor does hereby certify that such transfer has been
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
United States Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor does hereby further certify that:

                  (1)   the offer of the Securities was not made to a person in
                        the United States;

                  (2)   either:

                        (A)   at the time the buy order was originated, the
                              transferee was outside the United States or the
                              Transferor and any person acting on its behalf
                              reasonably believed that the transferee was
                              outside the United States, or

                        (B)   the transaction was executed in, on or through the
                              facilities of a designated offshore securities
                              market and neither the Transferor nor any person
                              acting on its behalf knows that the transaction
                              was prearranged with a buyer in the United States;

                                     A-1-1
<PAGE>

                  (3)      no directed selling efforts have been made in
                           contravention of the requirements of Rule 903(b) or
                           904(b) of Regulation S, as applicable;

                  (4)      the transaction is not part of a plan or scheme to
                           evade the registration requirements of the Securities
                           Act; and

                  (5)      upon completion of the transaction, the beneficial
                           interest being transferred as described above was
                           held with the U.S. Depository through Euroclear or
                           CEDEL or both.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc., J.P.
Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities, Inc.
and Dillon, Read & Co. Inc. as initial purchasers of the Notes. Term used in
this certificate and not otherwise defined in the Indenture have the meanings
set forth in Regulation S under the Securities Act.

Dated:                                       [Insert Name of Transferor]


                                             By:________________________________
                                                Name:
                                                Title:

                                                (If the registered owner is a
                                                corporation, partnership or
                                                fiduciary, the title of the
                                                Person signing on behalf of such
                                                registered owner must be
                                                stated.)


                                     A-1-2
<PAGE>

                                                                       ANNEX A-2

                        FORM OF TRANSFER CERTIFICATE--
                         RESTRICTED GLOBAL SECURITY TO
                         REGULATION S GLOBAL SECURITY

                     REGULATION S GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.5(b)(4)
                               of the Indenture)


Citibank, N.A., as Trustee
111 Wall Street, 5th Floor
New York, New York 10043

                       Re:      Levi Strauss & Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1, 200[3] [or] [6] (the "Notes")
                                ---------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This certificate relates to U.S.$____ aggregate principal
amount of Notes which are evidenced by the Restricted Global Security (CUSIP
No.____) and held with the U.S. Depository in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
beneficial interest in the Notes to a Person who will take delivery thereof in
the form of an equal aggregate principal amount of Notes evidenced by the
Regulation S Global Security (CUSIP No.____).

                  In connection with such request and in respect of such Notes,
the Transferor does hereby certify that:

                  (1)   with respect to transfers made in reliance on Regulation
                        S under the Securities Act of 1933, as amended (the
                        "Securities Act"):

                        (A)   the offer of the Notes was not made to a person in
                              the United States;

                        (B)   either:

                              (i)  at the time the buy order was originated, the
                                   transferee was outside the United States or
                                   the Transferor and any person acting on its
                                   behalf reasonably believed that the
                                   transferee was outside the United States, or

                              (ii) the transaction was executed in, on or
                                   through the facilities of a designated
                                   offshore securities market and neither the
                                   Transferor nor any person acting on its
                                   behalf knows that

                                     A-2-1
<PAGE>

                                   the transaction was prearranged with a
                                   buyer in the United States;

                        (C)   no directed selling efforts have been made in
                              contravention of the requirements of Rule 903(b)
                              or 904(b) of Regulation S, as applicable; and

                        (D)   the transaction is not part of a plan or scheme to
                              evade the registration requirements of the
                              Securities Act; or

                  (2)   with respect to transfers made in reliance on Rule 144
                        under the Securities Act, the Notes are being
                        transferred in a transaction permitted by Rule 144 under
                        the Securities Act.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc., J.P.
Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities, Inc.
and Dillon, Read & Co. Inc. as initial purchasers of the Notes. Terms used in
this certificate and not otherwise defined in the Indenture have the meanings
set forth in Regulation S under the Securities Act.

Dated:                                        [Insert Name of Transferor]


                                              By:_______________________________
                                                 Name:
                                                 Title:

                                                 (If the registered owner is a
                                                 corporation, partnership or
                                                 fiduciary, the title of the
                                                 Person signing on behalf of
                                                 such registered owner must be
                                                 stated.)

                                     A-2-2
<PAGE>

                                                                         ANNEX B


                        FORM OF TRANSFER CERTIFICATE--
                   TEMPORARY REGULATION S GLOBAL SECURITY OR
                    REGULATION S GLOBAL SECURITY RESTRICTED
                                GLOBAL SECURITY

                      RESTRICTED GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.5(b)(5)
                               of the Indenture)

Citibank, N.A., as Trustee
111 Wall Street, 5th Floor
New York, New York 10043

                       Re:      Levi Strauss & Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1, 200[3] [or] [6] (the "Notes")
                                ---------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This certificate relates to U.S.$ _____________ aggregate
principal amount of Notes which are evidenced by the Temporary Regulation S
Global Security or the Regulation S Global Security (CUSIP No._______) and held
with the U.S. Depository through Euroclear or CEDEL or both in the name of
[insert name of transferor] (the "Transferor") during the Restricted Period. The
Transferor has requested a transfer of such beneficial interest in the Notes to
a Person that will take delivery thereof in the form of an equal principal
amount of Notes evidenced by the Restricted Global Security (CUSIP
No.___________).

                  In connection with such request and in respect of such Notes,
the Transferor does hereby certify that such transfer has been effected pursuant
to and in accordance with Rule 144A under the United States Securities Act of
1933, as amended, and accordingly the Transferor does hereby further certify
that the Notes are being transferred to a person that the Transferor reasonably
believes is purchasing the Notes for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A and the Notes have been transferred in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc., J.P.
Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities, Inc.
and Dillon, Read & Co. Inc. as initial purchasers of the Notes.

                                      B-1
<PAGE>

Dated:                                            [Insert Name of Transferor]


                                                  By:___________________________
                                                     Name:
                                                     Title:

                                                     (If the registered owner is
                                                     a corporation, partnership
                                                     or fiduciary, the title of
                                                     the Person signing on
                                                     behalf of such registered
                                                     owner must be stated.)
                                      B-2
<PAGE>

                                                                       ANNEX C-1

                FORM OF CERTIFICATION TO BE GIVEN BY HOLDERS OF
                BENEFICIAL INTEREST IN A TEMPORARY REGULATION S
                     GLOBAL SECURITY TO EUROCLEAR OR CEDEL

                        OWNER SECURITIES CERTIFICATION

[MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK, BRUSSELS OFFICE,
   as Operator of the Euroclear
   Clearance System] [or] [CEDEL BANK,
   SOCIETE ANONYME]

                       Re:      Levi Strauss & Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1, 200[3] [or]  [6] (the "Notes")
                                ----------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This certificate relates to U.S.$______ aggregate principal
amount of Notes which are evidenced by the Temporary Regulation S Global
Security (CUSIP No.___) and held with the U.S. Depository through Euroclear or
CEDEL or both in the name of [insert name of holder] (the "Holder").

                  In respect of such Notes, the Holder does hereby certify that
as of the date hereof, the above-captioned Notes are beneficially owned by
non-U.S. Persons and are not held for purposes of resale directly or indirectly
to a U.S. Person or to a person within the United States or its possessions.

                  As used herein, "United States" means the United States of
America, its territories and possessions, any state of the United States, and
the District of Columbia. As used herein, U.S. Person has the meaning assigned
to it in Rule 902 under the Securities Act of 1933, as amended.

                  We undertake to advise you immediately by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Notes held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

                  We understand that this certification is required in
connection with certain securities laws in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.

                                     C-1-1
<PAGE>

This certificate and the statements contained herein are made for your benefit
and the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc.,
J.P. Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities,
Inc. and Dillon, Read & Co. Inc. as the initial purchasers of the Notes.

Date: __________________, 199_*



                                        _______________________________________
                                        [Name of Person Making Certification]




___________________
*    To be dated no earlier than 15 days prior to the transfer or exchange date
     to which the certification relates.

                                     C-1-2
<PAGE>

                                                                       ANNEX C-2

                       FORM OF CERTIFICATION TO BE GIVEN
                   BY THE EUROCLEAR OPERATOR OR CEDEL BANK,
                                SOCIETE ANONYME

                      DEPOSITORY SECURITIES CERTIFICATION

Citibank, N.A., as Trustee
111 Wall Street, 5th Floor
New York, New York 10043

                       Re:      Levi Strauss & Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1, 200[3] [or] [6] (the "Notes")
                                ---------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture, as of the date hereof,
$__________ aggregate principal amount of the above-captioned Notes is
beneficially owned by non-U.S. Persons and are not held for purposes of resale
directly or indirectly to a U.S. Person or to a person within the United States
or its possessions.

                  As used herein, "United States" means the United States of
America, its territories and possessions, any state of the United States, and
the District of Columbia. As used herein, U.S. Person has the meaning assigned
to it in Rule 902 under the Securities Act of 1933, as amended.

                  We further certify (i) that we are not making available
herewith for exchange any portion of the Temporary Regulation S Global Security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.

                  We understand that this certification is required in
connection with certain securities laws of the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings. This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and Goldman, Sachs & Co., Lehman
Brothers Inc., J.P. Morgan Securities Inc., Morgan, Stanley & Co. Incorporated,
BA Securities, Inc. and Dillon, Read & Co. Inc. as the initial purchasers of the
Notes.

                                     C-2-1
<PAGE>

Date: _____________, 199_


                                         By:___________________________________
                                            [MORGAN GUARANTY TRUST COMPANY OF
                                            NEW YORK, BRUSSELS OFFICE, as
                                            Operator of the Euroclear Clearance
                                            System] [or] [CEDEL BANK, SOCIETE
                                            ANONYME]

                                     C-2-2
<PAGE>

                                                                       ANNEX C-3

                     FORM OF CERTIFICATION TO BE GIVEN BY
                    TRANSFEREE OF BENEFICIAL INTEREST IN A
                    TEMPORARY REGULATION S GLOBAL SECURITY
                          AFTER THE RESTRICTED PERIOD

                      TRANSFEREE SECURITIES CERTIFICATION

[MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK, BRUSSELS OFFICE,
   as Operator of the Euroclear
   Clearance system] [or] [CEDEL BANK,
   SOCIETE ANONYME]

                       Re:      Levi Strauss & Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1, 200[3] [or] [6] (the "Notes")
                                ---------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  For purposes of acquiring a beneficial interest in the
Temporary Regulation S Global Security, the undersigned certifies that it is not
a U.S. Person as defined by Regulation S under the Securities Act of 1933, as
amended.

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Notes held by you in which we intend to acquire a beneficial interest in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc., J.P.
Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities, Inc.
and Dillon, Read & Co. Inc. as initial purchasers of the Notes.

Dated: __________, ____

                                            By:_______________________________
                                               As, or as agent for, the
                                               beneficial acquiror of the Notes
                                               to which this certificate
                                               relates.

                                     C-3-1
<PAGE>

                                                                       ANNEX D-1


                        FORM OF TRANSFER CERTIFICATE--
                       NON-GLOBAL RESTRICTED SECURITY TO
                          RESTRICTED GLOBAL SECURITY

                      RESTRICTED GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.5(b)(6)
                               of the Indenture)

Citibank, N.A., as Trustee
111 Wall Street, 5th Floor
New York, New York 10043

                       Re:      Levi Strauss& Co.
                                [6.80%] [or] [7.00%] Notes
                                due November 1. 200[3] [or] 200[6] (the "Notes")
                                ------------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This certificate relates to $__________ aggregate principal
amount of Notes held in definitive form (CUSIP No._____) by [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer of such
Notes to a Person that will take delivery in the form of an equal principal
amount of Notes evidenced by the Restricted Global Security (CUSIP No. _______).

                  In connection with such request and in respect of such Notes,
the Transferor does hereby certify that such transfer has been effected pursuant
to and in accordance with Rule 144A under the United States Securities Act of
1933, as amended, and accordingly the Transferor does hereby further certify
that the Notes are being transferred to a Person that the Transferor reasonably
believes is purchasing the Notes for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A and the Notes have been transferred in a
transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings.
This certificate and the statements contained herein are made for your benefit
and the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc.,
J.P. Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities,
Inc. and Dillon, Read & Co. Inc. as the initial purchasers of the Notes.

                                     D-1-1
<PAGE>

Dated:                                     [Insert Name of Transferor]


                                           By:_______________________________
                                              Name:
                                              Title:

                                     D-2-2
<PAGE>

                                                                       ANNEX D-2

                       FORM OF CERTIFICATE -- NON-GLOBAL
                  RESTRICTED SECURITY TO REGULATION S GLOBAL
                      SECURITY OR TEMPORARY REGULATION S
                                GLOBAL SECURITY

                     REGULATION S GLOBAL NOTE CERTIFICATE
                 (for transfers pursuant to Section 3.5(b)(6)
                               of the Indenture)

Citibank, N.A., as Trustee
III Wall Street, 5th Floor
New York, New York 10043

                       Re:      Levi Strauss & Co.
                                [6.80%1[or][7.00%] Notes
                                due November 1, 200[3] [or] 200[6] (the "Notes")
                                ------------------------------------------------

                  Reference is hereby made to the Indenture, dated as of
November 6, 1996 (the "Indenture"), between Levi Strauss & Co., as Issuer, and
Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  This certificate relates to $_______ aggregate principal
amount of Notes held in definitive form (CUSIP No.____) by [insert name of
transferor] (the "Transferor"). The Transferor has requested an exchange or
transfer of such Notes to a Person that will take delivery in the form of an
equal principal amount of Notes evidenced by the Regulation S Global Security or
the Temporary Regulation S Global Security (CUSIP No.____).

                  In connection with such request and in respect of such Notes,
the Transferor does hereby certify that such transfer has been effected pursuant
to and in accordance with (a) Rule 903 or Rule 904 under the Securities Act of
1933, as amended (the "Act"), or (b) Rule 144 under the Act, and accordingly the
Transferor does hereby further certify that:

                  (1)  if the transfer has been effected pursuant to Rule 903 or
                       Rule 904:

                       (A)   the offer of the Notes was not made to a person in
                             the United States;

                       (B)   either:

                             (i)   at the time the buy order was originated, the
                                   transferee was outside the United States or
                                   the Transferor and any person acting on its
                                   behalf reasonably believed that the
                                   transferee was outside the United States, or

                             (ii)  the transaction was executed in, on or
                                   through the facilities of a designated
                                   offshore securities market and neither the
                                   Transferor nor any person acting on its
                                   behalf knows that

                                     D-2-1
<PAGE>

                                   the transaction was pre-arranged with a buyer
                                   in the United States;

                       (C)   no directed selling efforts have been made in
                             contravention of the requirements of Rule 903(b) or
                             904(b) of Regulation S, as applicable;

                       (D)   the transaction is not part of a plan or scheme to
                             evade the registration requirements of the Act; and

                       (E)   if such transfer is to occur during the Restricted
                             Period, upon completion of the transaction, the
                             beneficial interest being transferred as described
                             above was held with the Depository through
                             [Euroclear] [CEDEL]; or

                  (2)  if the transfer has been effected pursuant to Rule 144:

                       (A)   more than two years has elapsed since the date of
                             the closing of the initial placement of the Notes
                             pursuant to the Purchase Agreement, dated October
                             31, 1996, between the Issuer and the
                             representatives of the several purchasers named
                             therein; and

                       (B)   the Notes have been transferred in a transaction
                             permitted by Rule 144 and made in accordance with
                             any applicable securities laws of any state of the
                             United States.

                  We understand that this certificate is required in connection
with certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and Goldman, Sachs & Co., Lehman Brothers Inc., J.P.
Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BA Securities, Inc.
and Dillon, Read & Co. Inc. as initial purchasers of the Notes.

Dated: __________, ____                           [Insert Name of Transferor]


                                                  By:___________________________
                                                     Name:
                                                     Title:

                                     D-2-2