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                                                                   EXHIBIT 10.26

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

               DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
               ------------------------------------------------

      (As adopted January 17, 1977 and as amended through July 19, 1988)


1.   Effective Date
     --------------

     The Levi Strauss Associates Inc. Deferred Compensation Plan for Outside
     Directors (hereinafter the "Plan") became effective upon approval by the
     Executive Committee of the Board of Directors of Levi Strauss & Co. on
     January 17, 1977 and amended and restated most recently on July 19, 1988 by
     the delegate of the Board of Directors of Levi Strauss Associates Inc. (the
     "Company").


2.   Eligibility
     -----------

     The persons eligible to participate in this Plan shall be those members of
     the Board of Directors of the Company who are not otherwise employed by the
     Company as an executive or in any other capacity. These persons are
     generally referred to by the Company as "outside directors".


3.   Definitions of Compensation and LTPP Payment
     --------------------------------------------

     For all purposes under the Plan, "total compensation" shall mean all fees
     or other compensation for services as an outside director of the Company,
     but shall not include any LTPP Payment and further shall not include any
     payments under or contributions to any group insurance or other benefit
     plan maintained by the company or any reimbursement for expenses.  For all
     purposes under the Plan, "LTPP Payment" shall mean any payment under the
     Levi Strauss Associates Inc. Long-Term Performance Plan.


4.   Election to Defer Compensation
     ------------------------------

     Any person eligible to participate in this Plan may elect that a portion or
     all of this total compensation for a calendar year shall be payable only as
     Deferred Compensation under the Plan.  Such election shall be made in
     writing to the Corporate Secretary at least two (2) weeks prior to the'
     commencement of such calendar year.

     In addition, an eligible outside director may make an election during the
     first year of service as a director of the Company.  Such election under
     the Plan shall be made in writing to the Corporate Secretary on the date of
     election to the Board of Directors of the
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     Company. In no case, however, shall such election under the plan be
     permitted after December 15, of any calendar year. An election for a given
     year shall be irrevocable.


5.   Election to Defer LTPP Payment
     ------------------------------

     Any person eligible to participate in the Plan may elect that a portion or
     all of any LTPP Payment shall be payable as Deferred Compensation under the
     Plan; provided, however, that the minimum amount that may be deferred is
     the greater of $5,000 or five percent (5$) of each LTPP Payment than
     payable.  Deferral elections shall be made at the same time and in the same
     manner as elections to defer LTPP Payments are made under Article 5 of the
     Levi Strauss Associates Inc. Long-Term Performance Plan.


6.   Interest Credit
     ---------------

     Beginning on January 1, 1982, interest shall be computed monthly as of the
     last day of each calendar month on the undistributed balance of each
     eligible outside director's Deferred Compensation at the end of such
     calendar month.  Such interest shall be computed at a monthly interest rate
     equal to one-twelfth (1/12) of the annual interest rate charged for
     commercial loans to most creditworthy customers, as most recently announced
     by Bank of America in San Francisco, California, effective as of the last
     day of the calendar month on which such interest is computed; except that
     for any calendar year beginning prior to January 1, 1982, interest shall be
     credited in accordance with the procedures specified in the Plan as then in
     effect.  Such interest shall be credited to the account of each outside
     director on the books of the Company as of December 31 of such calendar
     year.


7.   Payment of Deferred Compensation
     --------------------------------

     All Deferred Compensation under the Plan (including interest credited under
     Section 6) shall be payable as follows:


a.   Outside director ceases to be a director of the Company or retires from
     -----------------------------------------------------------------------
     principal occupation
     --------------------

     At the time that an outside director notifies the Corporate Secretary of
     his election to defer compensation, he shall specify that payment of the
     Deferred Compensation shall commence (1) when the outside director ceases
     to be a director of the Company, (2) when the outside director retires from
     his or her principal occupation, or (3) the later of (1) or (2). The amount
     of the outside director's Deferred Compensation shall be paid to him over a
     five (5) year period in sixty (60) ratable monthly installments commencing
     on the first day of the calendar month following the date selected above.
     An eligible outside director may, however, at the time that he notifies the
     Corporate Secretary of his election
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     to have all or a portion of his total compensation for a given calendar
     year payable as Deferred Compensation under the Plan:


     (i)  specify a longer period, not to exceed ten (10) years, over which his
          Deferred Compensation for such year shall be paid for him, or


     (ii) specify the payment shall be in the form of a lump sum.


     Notwithstanding the outside director's election, all payments of Deferred
     Compensation must be completed prior to ten years after the outside
     director reaches or would have reached age 70 1/2.


b.   Termination of Service by Death
     -------------------------------

     In the event that the eligible outside director's service is terminated by
     death, or in the event of an eligible outside director's death after
     termination of services, the unpaid balance of his Deferred Compensation
     shall be paid in a lump sum to his Beneficiary within thirty (30) days
     after his death; except that at the time an eligible outside director
     notifies the Corporate Secretary of his election to have all or a portion
     of his total compensation for a given calendar year payable as Deferred
     Compensation under the Plan, such eligible outside director may elect that
     such unpaid balance be paid in a lump sum at a designated time within the
     five (5) year period following death of the eligible outside director or in
     ratable monthly installments over a five (5) year period or a specified
     longer period not to exceed ten (l0) years.

     Notwithstanding the outside director's election, all payments of Deferred
     Compensation must be completed prior to ten years after the outside
     director would-have reached age 70 1/2.


c.   Hardship
     --------

     Upon a showing of financial hardship, the Personnel Committee of the Board
     of Directors may, in its sole discretion, direct the Company to pay to an
     eligible outside director (or, in the event of death, to an eligible
     outside director's Beneficiary) in one lump sum, a portion, or all of the
     unpaid balance of such eligible outside director's Deferred Compensation to
     the extent necessary to alleviate the hardship. A hardship is an emergency
     beyond the control of the eligible outside director and his Beneficiary.
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d.   Acceleration of Payments
     ------------------------

     An outside director who is no longer a outside director or, in the case of
     the death of an outside director prior to the commencement of payment of
     Deferred Compensation for any year, the outside director's Beneficiary, may
     file a petition to accelerate payment of Deferred Compensation.  The
     Outside Director appointed by the Personnel Committee of the Board of
     Directors of the Company pursuant to Section 6(d) of the Levi Strauss
     Associates Inc. Deferred Compensation Plan for Executives shall consider
     and act upon such petitions and the Outside Director shall have the sole
     discretion to approve or disapprove such petitions. In the petition, the
     outside director or Beneficiary, as the case may be, shall with respect to
     the Deferred Compensation specify (1) a date for lump sum payment or (2) a
     period to receive payments which is not later or longer than the date for
     lump sum payment or period to commence specified in the election pursuant
     to Section 6(a) or 7(b).


e.   Payment of LTPP Payment Over Five Years
     ---------------------------------------

     In lieu of the provisions for payment of Deferred Compensation set forth
     Subsections (a), (b), (c) and (d) above, the outside director may elect
     payment of his LTPP Payment to be made as follows: Twenty percent (20%) of
     the LTPP Payment to be paid as soon as practical after the amounts have
     been determined by the awarding company; thereafter in ratable annual
     installments in July of each of the following four years.


8.   Source of Payment
     -----------------

     All payments of Deferred Compensation hereunder shall be paid in cash from
     the general funds of the company, and no special or separate fund shall be
     established or other segregation of assets made to assure such payments;
     provided, however, that the Company may establish a bookkeeping reserve to
     meet its obligations hereunder. Nothing contained in the Plan and no action
     taken pursuant to the provisions of the Plan shall, create, or be construed
     to create, a trust of any kind, or a fiduciary relationship between the
     Company or the Corporate Secretary and any outside director or other
     person.  To the extent that any person acquires a right to receive payments
     from the Company under the Plan, such right shall be no greater than the
     right of any unsecured general creditor of the Company.


9.   Designation of Beneficiaries
     ----------------------------

     Each eligible outside director shall file with the Corporate Secretary a
     written designation of one or more persons as the Beneficiary who shall be
     entitled to receive the amount of compensation, if any, payable under the
     Plan upon his death. An eligible outside director may from time to time
     revoke or change his Beneficiary designation without the consent of
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     any prior Beneficiary by filing a new designation with the Corporate
     Secretary. 'the last such designation received by the Corporate Secretary
     shall be controlling; provided, however, that no designation or change or
     revocation thereof, shall be effective unless received by the corporate
     Secretary prior to the eligible outside director's death, and in no event
     shall it be effective as of a date prior to such receipt.

     If no such Beneficiary designation is in effect at the time of an eligible
     outside director's death, or if no designated Beneficiary survives the
     eligible outside director, or if such designation conflicts with law, the
     eligible outside director's estate shall be the Beneficiary entitled to
     receive the amount. The Corporate Secretary may direct the Company to
     retain such amount, without liability for any interest thereon, until the
     rights thereto are determined, or he may direct the Company to pay such
     amount into any court of appropriate jurisdiction and such payment shall be
     a complete discharge of the liability of the Plan and the Company therefor.


10.  Administration of Plan
     ----------------------

     The Plan, except for Sections 7(c) and 7(d), shall be administered by the
     Corporate Secretary who shall have full power, discretion and authority to
     interpret, construe and administer the Plan and any part thereof. The
     Corporate Secretary's interpretations and constructions of the Plan and
     actions thereunder shall, except as otherwise determined by the Board of
     Directors of the Company or the Personnel Committee thereof, be binding and
     conclusive on all persons for all purposes.


11.  Amendment
     ---------

     The Plan may be amended, suspended or terminated, in whole or in part, by
     the Board of Directors of the Company or the Personnel Committee thereof,
     or the delegate of either, but no such action shall retroactively impair or
     otherwise adversely affect the rights of any person to payment of Deferred
     Compensation under the Plan which has accrued prior to the date of such
     action, as determined by the Corporate Secretary.


12.  General Provisions
     ------------------

     The right of any eligible outside director or other person to the payment
     of Deferred Compensation under the Plan may not be assigned, transferred,
     pledged or encumbered, either voluntarily or by operation of law, except as
     provided in Section 9 above with respect to designations of Beneficiaries
     hereunder or as may otherwise be required by law. If any person shall
     attempt to, or shall, assign, transfer, pledge or encumber any amount
     payable hereunder, or if by reason of his bankruptcy or other event
     happening at any time any such payment would be made subject to his debts
     or liabilities or would otherwise devolve upon anyone else and not be
     enjoyed by him or his Beneficiary, the
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     Corporate Secretary may, in his sole discretion, terminate such persons
     interest in any such payment and direct that the same be held and applied
     to, or for the benefit of such person, his spouse, children or other
     dependents, or any other persons deemed to be the natural objects of his
     bounty, or any of them, in such manner as the Corporate Secretary may deem
     proper.

     If the Corporate Secretary shall find that any person to whom any payment
     is payable under the Plan is unable to care for his affairs because of
     illness or accident, or is a minor, then any payment due .(unless a prior
     claim therefor shall have been made by a duly appointed guardian, committee
     or other legal representative) may be paid to his spouse, a child, a
     parent, or a brother or sister, or any other-person deemed by the Corporate
     Secretary to have incurred expenses for such person otherwise entitled to
     payment, in such manner and proportions as the Corporate secretary may
     determine. Any such payment shall be a complete discharge of the
     liabilities of the Company under the Plan.

     Each eligible outside director shall file with the Corporate Secretary such
     pertinent information concerning himself and his Beneficiary as the
     Corporate Secretary may specify, and no eligible outside director or
     Beneficiary or other person shall have any rights or be entitled to any
     benefits under the Plan unless-such information is filed by or with respect
     to him.

     All elections, designations, requests, notices, instructions, and other
     communications from an eligible outside director, Beneficiary or other
     person to the Corporate Secretary required or permitted under the Plan
     shall be in such form as is prescribed from time to time by the Corporate
     Secretary, shall be mailed by first class mail or delivered to such
     location as shall be specified by the.- Corporate Secretary and shall be
     deemed to have been given and delivered only upon actual receipt thereof by
     the Corporate Secretary at such location.

     All notices, statements, reports and other communications from the
     Corporate Secretary to any eligible outside director, Beneficiary or other
     person required or permitted under the Plan shall be deemed to have been
     duly given when delivered to, or when mailed by first-class mail, postage
     prepaid and addressed to, such eligible outside director, Beneficiary or
     other person at his address last appearing on the records of the Company.

     Neither the Plan nor any action taken hereunder shall be construed as
     giving to any outside director the right to be retained as a director of
     the Company.

     The captions preceding the Sections hereof have been inserted solely as a
     matter of convenience and in no way define or limit the scope or intent of
     any provisions hereof.

     The Plan and all rights thereunder shall be governed by and construed in
     accordance with the laws of the State of California.
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13.  Execution
     ---------

     To record the restatement of the Plan, the following duly authorized
     officer pursuant to delegated authority has executed this document.


                                        LEVI STRAUSS ASSOCIATES INC.


                                        By__________________________
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                         LEVI STRAUSS ASSOCIATES INC.
                          DEFERRED COMPENSATION PLAN
                                      FOR
                               OUTSIDE DIRECTORS
                               __________________

                                  AMENDMENTS

     WHEREAS, Levi Strauss Associates Inc. (the "Company") has established the
Levi Strauss Associates Inc. Deferred Compensation Plan for Outside Directors
(the "Plan");

     WHEREAS, the Company desires to amend the Plan in order to provide outside
directors of the Company with alternative measurements for growth of Deferred
Compensation under the Plan;

     WHEREAS, by resolutions duly adopted on June 18, 1992, the Board of
Directors of the Company authorized Robert D. Haas, Chairman of the Board and
Chief Executive Officer, to adopt certain amendments to the employee benefit
plans of the Company and to delegate to any other officer of the Company the
authority to adopt certain amendments to such plans (the "Delegation"); and

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

     NOW, THEREFORE, effective as of the date hereof, the Company amends Article
6 of the Plan in its entirety to read as set forth below:

          6.   Addition Credits With Respect to Deferred Compensation
               ------------------------------------------------------

               a.   In General
                    ----------

                    The Deferred Compensation of an eligible outside director
                    shall be credited with increases and, as appropriate,
                    decreases to reflect the performance of the measurement
                    standard offered by the Company pursuant to this Article 6
                    and selected by the eligible outside director. If with
                    respect to all or a portion an eligible outside director's
                    Deferred Compensation, such outside director fails to elect
                    a measurement standard or if a measurement standard becomes
                    unavailable under the Plan without an effective successor
                    election by the eligible outside director, such Deferred
                    Compensation shall receive credits pursuant to Article
                    6(b)(i) below.
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              b(i)  Interest Measurement Standard
                    -----------------------------

                    With respect to amounts of Deferred Compensation for which
                    the interest measurement standard is applicable, interest
                    shall be computed monthly as of the last day of each
                    calendar month on the undistributed balance of each eligible
                    outside director's Deferred Compensation at the end of such
                    calendar month. Such interest shall be computed at a monthly
                    interest rate equal to one-twelfth (1/ 12) of the annual
                    interest rate charged for commercial loans to most
                    creditworthy customers, as most recently announced by Bank
                    of America in San Francisco, California, effective as of the
                    last day of the calendar month on which such interest is
                    computed; except that for any calendar year beginning prior
                    to January 1, 1982, interest shall be credited in accordance
                    with the procedures specified in the Plan as then in effect.
                    Such interest shall be credited to the account of each
                    outside director on the books of the Company as of December
                    31 of such calendar year.

              (ii)  Alternative Measurement Standard
                    --------------------------------

                    The Company may from time to time offer one or more
                    measurement standards in addition to the standard described
                    in Article 6(b)(i) above. Such alternative measurement
                    standards offered by the Company may include standards which
                    have different potential for risk and return and could
                    result in reductions in value of the Deferred Compensation
                    of an Outside Director who elects such standards. The
                    availability of any such alternative measurement standard,
                    and the terms applicable to such standard (including, but
                    not limited to, the method and frequency with which
                    increases or decreases are reflected in the amount of
                    Deferred Compensation) are solely in the discretion of the
                    Company.

              (iii) Election of Standard
                    --------------------

                    The Administrator, in its discretion, shall prescribe
                    procedures for election of measurement standards and changes
                    in measurement standards applicable to Deferred
                    Compensation.

     IN WITNESS WHEREOF, the undersigned has set her hand hereunto on ________
__,1994.
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                                             _____________________________
                                             Donna J. Goya
                                             Senior Vice President