LEVI STRAUSS & CO.

                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES

               (AS AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2000)
                  (INCLUDING AMENDMENTS THROUGH MARCH 1, 2000)

                                    ARTICLE 1
                                  INTRODUCTION
                                  ------------

      1.1      PURPOSE OF PLAN.  In 1971,  the Board of  Directors  of Levi
               ---------------
Strauss & Co.  ("LS&CO.")  adopted the Levi  Strauss  Associates  Inc.  Deferred
Compensation  Plan for  Executives  (the  "Plan")  to  provide  a means by which
certain  eligible  employees of LS&CO.  and its  participating  subsidiaries may
elect to defer receipt of a portion of their compensation, and to defer all or a
portion of certain bonuses to save for retirement.

      1.2      STATUS OF PLAN.  The Plan is intended to be an  unfunded  plan
               --------------
maintained  by  LS&CO.   "primarily  for  the  purpose  of  providing   deferred
compensation for a select group of management or highly  compensated  employees"
within the meaning of Sections  201(2),  301(a)(3),  and 401(a)(4) of ERISA, and
shall be interpreted and administered consistent with this intent.

      1.3      EFFECTIVE  DATE.  Since the Plan's  inception in 1971,  the Plan
               ---------------
has been amended and restated from time to time. Effective as of August 1, 2000,
LS&CO.  hereby  amends and  restates  the Plan and further  renames the Plan the
"Levi Strauss & Co. Deferred Compensation Plan for Executives."

<PAGE>

                                    ARTICLE 2

                                   DEFINITIONS
                                   -----------

      2.1      ACCOUNT means an account established for the benefit of a
               -------
Participant under Section 5.1.

      2.2      ADMINISTRATOR means the entity or individual(s) responsible for
               -------------
the administration of the Plan under Article 8. The Administrative  Committee of
the  Retirement Plans (the  "Administrative  Committee")  or its delegate shall
serve as the Administrator.

      2.3      AIP means the Levi Strauss & Co. Annual Incentive Plan, as
               ---
amended from time to time.

      2.4      BENEFICIARY means  beneficiary or beneficiaries  designated by a
               -----------
Participant or otherwise under Article 7 to receive an amount,  if any,  payable
from such Participant's Account upon the death of the Participant.

      2.5      BONUS DEFERRAL(S) means all or a portion  of  Bonuses  that is
               -----------------
deferred  by a  Participant  under Section 4.2 with respect to a Plan Year.

      2.6      BONUSES  means the  bonuses  eligible  for Bonus  Deferrals,  and
               -------
includes  payments made under (i) the AIP, (ii) the LTIP,  (iii) the LTPP,  (iv)
the Leadership  Shares Plan of Levi Strauss & Co., as amended from time to time,
(v) any  regularly  paid bonus  program of  LS&CO.,  and (vi) any  non-recurring
special bonus that the  Administrator  designates,  in writing,  as eligible for
Bonus Deferrals.

      2.7      BRP means the Levi Strauss & Co. Excess Benefit Restoration Plan
               ---
or the Levi Strauss & Co.  Supplemental  Benefit  Restoration  Plan,  as each is
amended from time to time, to the extent that benefits payable thereunder result
from Code limitations applicable to the HOPP.

      2.8      CODE means the Internal  Revenue Code of 1986, as amended from
               ----
time to time, and the  regulations and rulings issued  thereunder.  Reference to
any section or subsection of the Code  includes  reference to any  comparable or
succeeding provisions of any legislation that amends,  supplements,  or replaces
such section or subsection.

      2.9      COMPENSATION means the base salary payable by the Employer to the
               ------------
Eligible  Employee for services  performed  during any Plan Year, which would be
includible in gross  income,  before  deductions  made to this Plan and the EIP.
Compensation shall exclude:  (i) payments or contributions made to LS&CO.'s Long
Term  Disability  Plan, (ii) payments or  contributions  made to any other group
insurance  or  employee  benefit  plan  maintained  by LS&CO.,  and (iii)  Bonus
Deferrals  under this Plan.  With respect to Eligible  Employees  on  expatriate
assignment,  Compensation  shall be adjusted for appropriate  expatriate-related
deductions and allowances, as determined by the Administrator in its discretion.

     2.10      DISABILITY means "Total and Permanent Disability" (or any
               ----------
successor term) as defined in the HOPP.

                                       2

<PAGE>


     2.11      EFFECTIVE DATE means August 1, 2000, the date of this amendment
               --------------
and restatement.

     2.12      EIP means the  Employee  Investment  Plan of Levi  Strauss & Co.,
               ---
as  amended  from time to time,  or any successor plan.

     2.13      ELECTIVE  DEFERRAL means the portion of Compensation  that is
               ------------------
deferred by a Participant  under  Section 4.1 with respect to a Plan Year.

     2.14       ELIGIBLE  EMPLOYEE means, as of the Effective Date, any employee
                 ------------------
of the Employer employed under home office payroll of LS&CO. and who
(i)customarily works 20 or more hours per week, (ii) is paid on a salaried
basis,  and (iii) is classified as either a Home Office Grade 9 employee or a
"Banded" employee.  The following employees shall not be eligible to participate
in the Plan: (i) employees who are paid on a commission basis, and
(ii) employees  who are  precluded  from participation  in the Plan under the
terms of an agreement  governing his or her employment  with an Employer.  Prior
to the Effective  Date,  Eligible  Employee shall have the meaning as specified
under the prior Plan document.

     2.15      EMPLOYER  means LS&CO.  or a domestic  subsidiary  of LS&CO.,
               --------
including a  wholly-owned  subsidiary  of a wholly-owned subsidiary of LS&CO.

     2.16      ERISA means the Employee Retirement  Income Security Act of 1974,
               -----
as amended from time to time, and the regulations and rulings issued thereunder.
Reference  to any  section or  subsection  of ERISA  includes  reference  to any
comparable or succeeding provisions of any legislation that amends,  supplements
or replaces such section or subsection.

     2.17      HOPP means the Revised Home Office  Pension  Plan of Levi Strauss
               ----
& Co., as amended from time to time,  or any successor plan.

     2.18      LS&CO.  means Levi Strauss & Co.
               ------

     2.19      LTIP means the Levi Strauss & Co. Long-Term Incentive Plan, as
               ----
amended from time to time.

     2.20      LTPP means the Levi Strauss & Co. Long-Term Performance Plan, as
               ----
amended from time to time.

     2.21      PARTICIPANT  means any  Eligible  Employee or former  Eligible
               -----------
Employee who  participates  in the Plan in accordance with Article 3.

     2.22      PENSION  MAKE-UP  DEFERRED  COMPENSATION  means an  amount  equal
to the  difference  between  (i) the  amount of  benefits  that  would have been
payable to or for the  Eligible  Employee  under the HOPP or the BRP but for the
deferral  of  Compensation  and Bonuses  under the Plan,  and (ii) the amount of
benefits  actually payable to or for the Eligible Employee under the HOPP or the
BRP.  The  Pension  Make-Up  Deferred  Compensation  shall be vested only to the
extent such amounts would be vested under such plans, as applicable.

                                       3

<PAGE>

     2.23      PLAN means the Levi  Strauss & Co.  Deferred  Compensation  Plan
               ----
for  Executives,  as amended from time to time.

     2.24      PLAN YEAR  means the calendar year.
               ---------

     2.25      RETIREMENT means any termination of an Eligible Employee's
               ----------
employment with an Employer with the right to an immediate benefit payable under
the HOPP. If an Eligible  Employee is not a participant  in the HOPP at the time
of his or her  termination of employment,  retirement  shall be determined as if
the Eligible  Employee had been a  participant  in the HOPP at such time and was
eligible for an immediate benefit under the HOPP.

                                       4


<PAGE>


                                    ARTICLE 3
                                  PARTICIPATION
                                  -------------


      3.1      COMMENCEMENT OF  PARTICIPATION.  An Eligible  Employee shall
               ------------------------------
become a Participant in the Plan on the first date on which an Elective Deferral
or Bonus Deferral is credited to his or her Account.

      3.2      CONTINUED  PARTICIPATION.  A Participant  in the Plan shall
               ------------------------
continue to be a  Participant  as long as any amount remains credited to his o
her Account.
















                                       5

<PAGE>


                                    ARTICLE 4

                                    DEFERRALS
                                    ---------


      4.1      ELECTIVE  DEFERRALS.  With respect to any Plan Year, an Eligible
               -------------------
Employee may irrevocably elect to defer a percentage of his or her Compensation,
subject to a minimum  Elective  Deferral of 5% and a maximum  Elective Deferral
of 33-1/3%.

      4.2      BONUS  DEFERRALS.  With respect to any Plan Year,  an Eligible
               ----------------
Employee  may  irrevocably  elect  to defer  all or part of his or her  Bonuses,
subject to a minimum  Bonus  Deferral of $5,000 or 5%  (whichever is greater) of
each type of Bonus and a maximum of 100% (but  reduced by any  applicable  taxes
required to be withheld under Section 10.8) of each type of Bonus Deferral.

      4.3      PENSION MAKE-UP DEFERRED  COMPENSATION.  Each Eligible  Employee
               --------------------------------------
may be credited with a Pension  Make-Up  Deferred  Compensation as determined by
the Administrator,  in its discretion. The Pension Make-Up Deferred Compensation
is automatically  deferred based on the Eligible  Employee's  Elective and Bonus
Deferrals and paid in accordance with Section 6.3.

      4.4      ELECTIONS.
               ---------

               (a)      TIME FOR FILING ELECTIONS.

                        (i)         ELECTIVE DEFERRALS.  Generally,  an election
                                    to defer  Compensation  paid in a Plan  Year
                                    must be  filed  with  the  Administrator  by
                                    mid-December of the preceding Plan Year. The
                                    Administrator   will  notify  each  Eligible
                                    Employee  of  the  applicable  deadline  for
                                    filing elections.

                        (ii)        NEWLY ELIGIBLE EMPLOYEE.  In the case of (A)
                                    an  Eligible  Employee  in his or her  first
                                    year of  employment,  and (B) an  individual
                                    who  becomes an  Eligible  Employee  after a
                                    Plan Year  commences,  an  election to defer
                                    Compensation must be made within thirty (30)
                                    days  after  the  Eligible  Employee  either
                                    commences  employment or becomes an Eligible
                                    Employee,  as  applicable,  and at least two
                                    (2) weeks  before  the  commencement  of the
                                    first  payroll  period to which the election
                                    is effective. Notwithstanding the foregoing,
                                    such  elections  are  not  permitted   after
                                    November 15 for current  year  Compensation.
                                    Such   elections  are  effective  only  with
                                    respect to  Compensation  received after the
                                    effective date of the election.

                        (iii)       BONUS  DEFERRALS.  Elections  to  defer  any
                                    Bonus  must  be  made  at  least  12  months
                                    preceding  the  date  the  particular  Bonus
                                    would otherwise vest.

               (b)      ELECTION  FORMS.  Elections  to defer  Compensation  and
                        Bonuses  must be timely  filed on forms  provided by the
                        Administrator and must specify the time and form of

                                       6

<PAGE>

                        payment in accordance with the provisions of Article 6.
                        All deferral elections made pursuant to this Article 4
                        shall be  irrevocable from  and  after the  last  date
                        permitted  for  making  such  elections.  An  Eligible
                        Employee  may  change a prior  election  up to the date
                        established under Section 4.4(a).

               (c)      NO  ELECTION.  If no election to defer  Compensation  or
                        Bonuses  is filed for a given Plan  Year,  the  election
                        form filed for the immediately  preceding year shall not
                        apply for subsequent  Plan Years,  and no deferrals will
                        be made for such Plan Year.











                                       7


<PAGE>


                                    ARTICLE 5
                                    ACCOUNTS
                                    --------


      5.1      ACCOUNTS.  The Administrator shall establish an Account for each
               --------
Participant  to reflect  Elective  Deferrals  and Bonus  Deferrals  made for the
Participant's  benefit  together with any adjustments for income,  gain or loss,
and any  payments  made from the  Participant's  Account.  Except as provided in
Section 5.2, a separate Account shall be established for Elective  Deferrals and
each  type of Bonus  Deferral  for each  Participant  for each  Plan  Year.  The
Accounts are established solely for the purpose of tracking Elective  Deferrals,
Bonus Deferrals,  and any income adjustments  thereto. The Accounts shall not be
used to segregate assets for payment of any amounts deferred under the Plan.

      5.2      INCOME TRACKING.  Elective Deferrals and Bonus Deferrals in an
               ---------------
Account  shall be  credited  with  income,  gain or loss,  as  reflected  by the
performance of investments  offered by the Administrator.  Such income,  gain or
loss  shall  be  computed  as of the  last  day of each  calendar  month  on the
undistributed  balance  of  each  Account  at the end of  such  calendar  month.
Participants  may select an  investment  fund or funds that shall be tracked for
purposes of valuing and  crediting  income on the balance of each  Participant's
Account.  For  purposes of tracking  performance,  a  Participant  must select a
single  investment  with respect to 100% of Elective  Deferrals for a given Plan
Year and 100% of each type of Bonus Deferral for a given Plan Year. Participants
may not apportion their Elective  Deferrals or each type of Bonus Deferral for a
given year among different  investment  funds. If a Participant  makes identical
elections (including,  but not limited to, the amount or percentage of deferral,
payment options, death payment options, Beneficiary designations, and investment
funds) with  respect to  Elective  Deferrals  in  consecutive  Plan Years,  such
Elective  Deferrals  will be treated as a single  Account for purposes of income
tracking. If a Participant makes identical elections (including, but not limited
to, the  amount or  percentage  of  deferral,  payment  options,  death  payment
options,  Beneficiary  designations,  and  investment  funds) with  respect to a
particular  type of  Bonus  Deferral  in  consecutive  Plan  Years,  such  Bonus
Deferrals will be treated as a single  Account for purposes of income  tracking.
The  Pension  Make-Up  Deferred  Compensation  shall  not be  eligible  for  the
crediting of income, gain or loss, under this Section 5.2.

      If a Participant does not select an investment fund, the default income
standard,  described below,  shall apply.

               (a)      INVESTMENT  FUNDS.  The   Administrator,   in  its  sole
                        discretion,  shall  offer  to  Participants  one or more
                        investment  funds,  which  may  be  changed,   added  or
                        eliminated  from time to time,  without an  amendment to
                        the Plan. The investment funds may include  alternatives
                        that are  diversified and have different risk and return
                        characteristics.

               (b)      DEFAULT  INCOME  STANDARD.  If a  Participant  does  not
                        select an investment fund under subparagraph (a), above,
                        with respect to Elective and Bonus  Deferrals  under the
                        Plan in accordance  with the  procedures  established by


                                       8

<PAGE>

                        the Administrator,  income on the  entire  balance of a
                        Participant's  Account  shall be tracked and valued on a
                        monthly basis as follows:

                        (i)         for  any  month  prior  to  March  1,  2000,
                                    at the applicable  rate as  specified  under
                                    the prior  Plan document,  on the last day
                                    of the  calendar month on which the interest
                                    is valued,

                        (ii)        for any month beginning on or after March 1,
                                    2000:

                                    (A)    with respect to any amounts  deferred
                                           under the Plan that as of March 1,
                                           2000 were being tracked and valued at
                                           one-twelfth  (1/12) of the  annual
                                           rate  charged  for  commercial loans,
                                           as most recently announced by Bank of
                                           America in San Francisco, California,
                                           effective  on the last  day of the
                                           calendar month on which the interest
                                           is valued,  plus one-twelfth  (1/12)
                                           of  two  percent  (2%)  per  annum
                                           (referred to herein as the "Prime
                                           Plus 2% Tracking Option"), at the
                                           greater of:

                                           (i)     one-twelfth (1/12) of eleven
                                                   percent (11%) per annum; or

                                           (ii)    the Prime Plus 2% Tracking
                                                   Option.

                                    (B)    with respect to any amounts  deferred
                                           under the Plan  that as of March 1,
                                           2000 were not being  tracked  and
                                           valued at the Prime Plus 2% Tracking
                                           Option, at one-twelfth (1/12) of
                                           eleven percent (11%) per annum.

      5.3      CHANGING INCOME TRACKING ELECTIONS.  During any Plan Year, a
               ----------------------------------
Participant may elect to change the investment fund used to track and value his
or her Account. Any election change received by LS&CO. on or before the last day
of any  calendar  month  shall be  effective  as of the first day of the
following month. Any election change received by LS&CO. after the last day of
any calendar month shall be effective as of the first day of the second
following month. For purposes of this Section 5.3, a Participant must select a
single investment with respect to 100% of his or her Account.

                                       9

<PAGE>

                                   ARTICLE 6

                                    PAYMENTS
                                    --------


      6.1      ELECTION AS TO TIME AND FORM OF PAYMENT (ELECTIVE AND BONUS
               -----------------------------------------------------------
               DEFERRALS).
               ----------

               (a)      GENERAL PAYMENT  OPTIONS.  A Participant may irrevocably
                        elect any one of the following  payment options
                        applicable to his or her Elective and Bonus Deferrals
                        made for any given Plan Year:

                        (i)         Monthly  installments  over a ten (10)  year
                                    period  commencing  at  age  70-1/2  or,  if
                                    later,  termination  of employment  (for any
                                    reason,  including  by  reason  of  death or
                                    involuntary discharge);

                        (ii)        Monthly  installments  over a period that is
                                    not less  than  five (5) years and no longer
                                    than ten (10)  years to start at a  specific
                                    date or age; or

                        (iii)       A lump sum payment at any future date, as
                                    selected by the Participant.

                                    If a  Participant  fails to elect a  payment
                        option for Elective and Bonus  Deferrals made in a given
                        Plan Year in accordance with the procedures  established
                        by the Administrator, payment of such Deferrals shall be
                        made in  accordance  with Section  6.1(a)(i).  Except as
                        provided in Section 6.1(c), in no event shall payment of
                        a  Participant's  Elective  and  Bonus  Deferrals  begin
                        before  a  Participant  terminates  employment  with the
                        Employer. Except as provided in Section 6.2, an election
                        under  this  Section   6.1(a),   including  the  default
                        election under Section  6.1(a)(i),  shall be irrevocable
                        from and after the last date  permitted  for making such
                        election.

               (b)      PAYMENT  OPTIONS UPON DEATH. A Participant may elect one
                        of the following  payment  options  applicable to his or
                        her Elective and Bonus Deferrals made for any given Plan
                        Year  in  the  event   the   Participant   dies   before
                        terminating employment,  or after terminating employment
                        but before payments have commenced:

                        (i)         Monthly installments over a ten (10) year
                                    period commencing at the date the
                                    Participant pant would have attained  age
                                    70-1/2  or, if  later, the date of the
                                    Participant's death;

                        (ii)        Monthly  installments over a period  that is
                                    not  less  than  five (5)  years  and no
                                    longer than ten (10) years  commencing after
                                    the date of the Participant's  death; or

                                       10

<PAGE>


                        (iii)       A lump sum payment at any designated time
                                    within five (5) years after the date of the
                                    Participant's  death,  as  selected  by  the
                                    Participant.

                                    If a  Participant  fails to elect a  payment
                        option under for Elective and Bonus  Deferrals made in a
                        given  Plan  Year  in  accordance  with  the  procedures
                        established  by  the  Administrator,   payment  of  such
                        Deferrals shall be made to the Participant's Beneficiary
                        in accordance with Section 6.1(b)(i).  A Participant can
                        modify or revoke his or her payment  options  under this
                        Section  6.1(b) at any time  prior to his or her date of
                        death without the consent of the Beneficiary by filing a
                        new  "Designation  of  Beneficiary  Form," or such other
                        form as prescribed by the  Administrator.  The last such
                        designated payment option with respect to an Elective or
                        Bonus Deferral shall control; provided, however, that no
                        designation, modification or revocation thereof shall be
                        effective unless received by the Administrator  prior to
                        the  Participant's  death  and in no  event  shall it be
                        effective as of a date prior to such receipt.

                                    In the event that a  Participant  dies after
                        terminating   employment   and   after   payments   have
                        commenced,  but before all payments have been made,  the
                        remaining  payments  shall  continue  to be made to such
                        Participant's  Beneficiary  in the same time and form as
                        the  Participant's  payment option  immediately prior to
                        the date of the Participant's death.

               (c)      IN-SERVICE  PAYMENTS.  In addition to the above  payment
                        options,   a  Participant  may  elect  to  have  amounts
                        representing  a  particular  Bonus for a given Plan Year
                        deferred  under the Plan to be paid as follows:  (i) 20%
                        of  the   Bonus   paid  as   soon  as   administratively
                        practicable  after  such  Bonus  is  determined  by  the
                        awarding  Employer,  and (ii) the  remaining  80% of the
                        Bonus paid in four annual installments (as determined by
                        the Plan Administrator) beginning in the following year.
                        If a Participant  terminates  employment  for any reason
                        other  than  death or  retires  prior to  receiving  the
                        entire amount of the Bonus,  payments  shall continue to
                        be made to such Participant in annual  installments.  In
                        the event a  Participant  dies  prior to  receiving  the
                        entire amount of the Bonus,  payments  shall continue to
                        be made  to such  Participant's  Beneficiary  in  annual
                        installments.  A  Participant  must elect  this  payment
                        option  at the  time he or she  files  his or her  Bonus
                        Deferrals election in accordance with Article 4.

               (d)      SCOPE  OF  ELECTIONS.  Except  as  provided  in  Section
                        6.1(b), the elections under this Section 6.1 shall apply
                        to Elective  Deferrals and Bonus  Deferrals for the Plan
                        Year for which the election form is filed. A Participant
                        may elect  different  payment options for deferrals made
                        in subsequent Plan Years in accordance with this Article
                        6.

               (e)      PRIOR  ELECTIONS.   Notwithstanding  the  foregoing  and
                        subject to any  election  made  during an open  election
                        period, if an individual was a Participant on

                                       11

<PAGE>

                        October 1, 1985,  and  prior to  October 1,  1985  filed
                        with the Administrator  a  confirmation of each prior
                        election, such  Participant  shall  have his or her
                        Elective  and Bonus Deferrals paid pursuant to such
                        elections.

      6.2      ACCELERATION  OF  PAYMENTS.  With respect to Elective  Deferrals
               --------------------------
and Bonus Deferrals that are to be paid in accordance with Section  6.1(a)(i) or
Section 6.1(b)(i) and for which payment has not commenced, a Participant who has
terminated  his or her  employment  with the  Employer  or, in the event of such
Participant's death, his or her Beneficiary may request to accelerate payment of
such Deferrals in accordance with this Section 6.2.

         With respect to Elective Deferrals and Bonus Deferrals that are paid in
accordance with Section  6.1(a)(i) and for which payment has not commenced,  the
Participant  may request (i) to receive a lump sum payment at a time  designated
by the  Participant,  or (ii) to begin  monthly  or  annual  installments  on an
earlier  date,  payable  over a period of not less than one (1) year but no more
than ten (10) years after a specific date or age.

         With respect to Elective Deferrals and Bonus Deferrals that are paid in
accordance with Section  6.1(b)(i) and for which payment has not commenced prior
to the date of a Participant's death, the Participant's  Beneficiary may request
(i) to receive a lump sum payment at a time  designated by the  Beneficiary,  or
(ii) to begin monthly or annual  installments on an earlier date, payable over a
period of not less than one (1) year but no more than ten (10)  years  after the
date of Participant's death.

         To request an acceleration of payments  pursuant to this Section 6.2, a
Participant  or a  Beneficiary  shall  file a  written  petition  with  the U.S.
Retirement  Benefits  Department  of LS&CO.  setting  forth the  reasons for the
acceleration.  The U.S.  Retirement Benefits Department will submit the petition
to the Administrative Committee for consideration. The Administrative Committee,
or its  delegate,  in its  sole  discretion,  shall  make its  determination  to
accelerate  payments  based on the facts and  circumstances  of each  individual
case.  The  Administrative  Committee,  or  its  delegate,  shall  consider  the
following factors (which shall be applied in an objective and  nondiscriminatory
manner):

                        (i)         The availability of the funds necessary to
                                    satisfy the amount of the payment without
                                    adversely affecting LS&CO.'s liquidity
                                    position; and

                        (ii)        The  existence of any other factors that
                                    indicate the acceleration of  payment  would
                                    not be in the  best interest   of   LS&CO.
                                    and   the   Participant   or Beneficiary, or
                                    would adversely affect the ability of
                                    other Participants or Beneficiaries to defer
                                    Compensation and Bonuses under the Plan.


      6.3      TIME AND FORM OF PAYMENT FOR PENSION MAKE-UP DEFERRED
               -----------------------------------------------------
               COMPENSATION.
               ------------

               (a)      TIME  FOR   PAYMENT.   The  Pension   Make-Up   Deferred
                        Compensation  shall be paid at the same time and form as
                        benefits paid under the HOPP or the BRP, as  applicable.
                        If  the  Pension   Make-Up   Deferred   Compensation  is
                        attributable  to two or more  such  plans,  the time and
                        form of each component of the Pension  Make-Up Deferred

                                       12

<PAGE>

                        Compensation shall be determined in accordance with the
                        applicable plan.

               (b)      INVOLUNTARY DISTRIBUTION. Notwithstanding the foregoing,
                        if (i) the  Participant  is not  entitled  to  receive a
                        benefit under the BRP, and (ii) the present value of the
                        vested Pension Make-Up Deferred  Compensation is $50,000
                        or less, such amount shall be paid to the Participant or
                        his  or  her  Beneficiary  in a  lump  sum  as  soon  as
                        administratively  practicable  following  termination of
                        employment  with  the  Employer.  For  purposes  of this
                        Section  6.3,  the  Administrator  shall  determine  the
                        present   value   of  the   Pension   Make-Up   Deferred
                        Compensation in a uniform and nondiscriminatory manner.

                  A payment  pursuant to this Section 6.3 shall  extinguish such
         Participant's  or  Beneficiary's  right to the Pension Make-Up Deferred
         Compensation  with  respect  to  employment  prior  to the date of such
         payment.

      6.4      WITHDRAWAL DUE TO HARDSHIP.
               --------------------------

               (a)      HARDSHIP.  If  a  Participant  or,  in  the  case  of  a
                        Participant's  death, a Beneficiary suffers an immediate
                        "hardship"   (as  defined  in  this  Section  6.4),  the
                        Administrative  Committee,  in its sole discretion,  may
                        pay to the  Participant or Beneficiary a lump sum amount
                        from  his or  her  Account  necessary  to  alleviate  or
                        satisfy the hardship,  provided such hardship  cannot be
                        relieved by another source, including but not limited to
                        the liquidation of the  Participant's  or  Beneficiary's
                        assets or a loan from a commercial  source on commercial
                        terms,  but only to the extent such  liquidation or loan
                        would not cause  hardship.  A Participant or Beneficiary
                        (as the case may be) shall make a written request to the
                        Administrative  Committee,  on a form  prescribed by the
                        Administrative   Committee,   and  shall   provide  such
                        additional  information as the Administrative  Committee
                        may require. The following are deemed "hardships:"

                        (i)         Expenses for medical care either  previously
                                    incurred    by    the    Participant,    the
                                    Participant's  spouse  or  any of his or her
                                    dependents (as defined in Code Section 152),
                                    or necessary for such  individuals to obtain
                                    medical  care (as  described in Code Section
                                    213(d));

                        (ii)        Costs directly related to the purchase of a
                                    principal residence for the Participant;

                        (iii)       Payment  of  tuition,   related  educational
                                    fees,  and room and board  expenses  for the
                                    next 12 months of  post-secondary  education
                                    for  the  Participant,   the   Participant's
                                    spouse  or any of  his  or her  children  or
                                    dependents (as defined in Code Section 152);

                                       13

<PAGE>

                        (iv)        Payments  necessary  to  prevent  eviction
                                    of the Participant from his or her principal
                                    residence  or foreclosure on the mortgage of
                                    that residence;

                        (v)         Payment of funeral expenses for a family
                                    member or relative of the Participant; and

                        (vi)        Payment for such other needs,  circumstances
                                    or events which the Administrative
                                    Committee in its sole discretion, determines
                                    are consistent with the goals of LS&CO. for
                                    the Plan.

               (b)      CANCELLATION  OF  ELECTIVE  DEFERRALS.  In the event the
                        Administrative    Committee    approves    a    hardship
                        distribution  to a  Participant  under this Section 6.4,
                        all Elective Deferrals shall  automatically  cease for a
                        period of three (3) months,  beginning no later than the
                        second  payroll  period  following the date on which the
                        hardship  request  is  approved  by  the  Administrative
                        Committee.

      6.5      INVOLUNTARY DISTRIBUTION. Notwithstanding anything in this
               ------------------------
               Article  6  to  the  contrary,  if a Participant's  employment is
               terminated  for any reason, and the  aggregate  balance of his or
               her Accounts are $50,000 or less at the time of such termination,
               a lump sum payment of the Account balance shall be made as soon
               as administratively practicable following termination of
               employment  with  the  Employer.  The  balance  of  such
               Participant's Account shall be determined without regard to  any
               election for   in-service   payments   of  a Participant's  Bonus
               made in accordance  with  Section 6.1(c) and  shall be  valued
               as of the last day of the month during which the Participant's
               employment is terminated.  This provision shall not require
               payment to be made with respect to elections  made prior to
               January 1, 1983 and reaffirmed prior to June 15, 1985.

                                       14

<PAGE>


                                    ARTICLE 7
                                  BENEFICIARIES
                                  -------------


      7.1      DESIGNATION BY  PARTICIPANT.  Each  Participant  shall designate
one or more persons as his or her  Beneficiary for each Account by notifying the
Administrator, in writing, at any time before the Participant's death, on a form
prescribed by the Administrator. In addition, a Participant may modify or revoke
his or her Beneficiary  designation  under this Section 7.1 at any time prior to
his or her death  without the consent of any prior  Beneficiary  by filing a new
"Designation  of  Beneficiary  Form," or such  other form as  prescribed  by the
Administrator.  The last such designation  with respect to a particular  Account
shall  control;  provided,   however,  that  no  designation,   modification  or
revocation thereof shall be effective unless received by the Administrator prior
to the  Participant's  death and in no event shall it be  effective as of a date
prior to such receipt.

      7.2      LACK OF DESIGNATION.  If no beneficiary is designated at the time
of a Participant's death, or no designated Beneficiary survives the Participant,
then payment of a  Participant's  Account balance shall be made to the following
persons in the order listed:

               (i)      To the Participant's surviving spouse, if any;

               (ii)     If the  Participant  has no  surviving  spouse,  then to
                        his or her  living children;

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

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

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

         The Administrator, in its sole and absolute discretion, shall determine
the right of such  persons to receive  the  benefit  payable  with  respect to a
Participant,  if any.  If the  Administrator  is in doubt as to the right of any
person to receive such payment, the Administrator may, in its discretion, direct
the Employer  (i) to retain such amount,  without  liability  for any  interest,
until the rights to a Participant's  Account balance are determined,  or (ii) to
pay such amount into any court of  appropriate  jurisdiction,  and such  payment
shall completely discharge the liability of the Plan and the Employer.

                                       15

<PAGE>


                                   ARTICLE 8

                               PLAN ADMINISTRATION
                               -------------------


      8.1      PLAN ADMINISTRATION AND INTERPRETATION. Except as indicated
               --------------------------------------
otherwise in the Plan, the  Administrative  Committee of the Retirement Plans or
its  delegate  shall  be the  Administrator  of the  Plan.  The  Administrator's
interpretations  and constructions of the Plan and actions taken pursuant to its
authority,  except as otherwise  determined  by the Board of Directors of LS&CO.
shall be binding and conclusive on all persons for all purposes.

      8.2      INFORMATION  REQUIRED.  Each Participant  shall provide the
               ---------------------
Administrator with such pertinent information  concerning him or her, and his or
her Beneficiary relating to Plan administration or participation as specified or
required by the  Administrator.  No Eligible  Employee or  Beneficiary  or other
person  shall  have any rights or be  entitled  to any  benefits  under the Plan
unless such information is provided.

      8.3      INCAPACITY.  If the Administrator  finds that any person entitled
               ----------
to payment  under the Plan is unable to care for his or her  affairs  because of
illness, accident, or because he or she is a minor, then any payment due (unless
a prior claim has been made by a duly  appointed  guardian,  committee  or other
legal  representative),  in the Administrator's sole discretion,  may be paid to
his or her spouse, a child, a parent,  a sibling,  or any other person deemed by
the  Administrator to have incurred expenses for such person, in such manner and
proportions  as  the  Administrator  may  determine.   Any  such  payment  shall
constitute a complete discharge of the Employer's liability under the Plan.

      8.4      CLAIMS PROCEDURE.
               ----------------

      STEP 1:           Filing a Claim
                        --------------
      If a  Participant  does not agree  that the  provisions  of this Plan have
been applied  correctly  such  Participant  may file a claim in writing with the
Administrator in care of the U.S. Retirement Benefits, Manager, Human Resources.
Such claim shall be submitted to the U.S. Retirement  Benefits,  Manager,  Human
Resources, Levi Strauss & Co., P.O. Box 7215, San Francisco, CA 94120.

      STEP 2:           Claim Denial (90 to 180 days)
                        -----------------------------
      If the claim is denied in whole or in part, the Administrator will send
the  Participant  a letter  explaining  why his or her claim was denied and will
include the following  information:  (i) specific  references to Plan provisions
that  apply,  (ii)  whether  any  further  information  is needed to review  the
Participant's  claim, and (iii) an explanation as to how to file an appeal.  The
Administrator  will send the  Participant a claim denial within ninety (90) days
after such  Participant  files his or her claim,  unless  special  circumstances
require  a longer  period of time to  review  such  claim.  If an  extension  is
required,  the  Administrator  will send the Participant a notice explaining why
the extension is needed and the date by which the Administrator  expects to make
its  decision.   In  no  case,   however,   will  a   Participant   receive  the
Administrator's  claim denial  letter later than  one-hundred  eighty (180) days
after such Participant filed his or her claim. If a Participant does not receive
a claim denial or notice of extension from the Administrator within ninety (90)

                                       16

<PAGE>

days after the Participant filed his or her claim, such claim will be deemed
denied and the Participant may file a written appeal.

      STEP 3:           Appealing a Claim Denial (60 days)
                        ----------------------------------
      If a Participant  disagrees with the claim denial, he or she may appeal
to the  Administrator  in writing within sixty (60) days after receiving a claim
denial.  If the  Participant  fails to file a written  appeal  within sixty (60)
days, the original  decision of the  Administrator  will become final. An appeal
shall be submitted to the Administrator in care of the U.S. Retirement Benefits,
Manager, Human Resources,  Levi Strauss & Co., P.O. Box 7215, San Francisco,  CA
94120. A Participant filing an appeal shall include all related facts to support
his or her right to Plan benefits and the reasons why such Participant  believes
the  Administrator's  denial is wrong. A Participant may hire an attorney or use
other legal  assistance,  at his or her own expense,  in  preparing  the written
appeal and may examine any related Plan documents.

      STEP 4:           Final Decision (60 to 120 days)
                        -------------------------------
      Upon receipt of a Participant's  written appeal, the Administrator will
re-examine the facts and come to a final decision as to whether the claim denial
is correct.  The  Administrator  will notify such  Participant  of its  decision
within sixty (60) days after receipt of his or her written appeal,  unless there
are special circumstances (such as a hearing) that would require a longer review
period.  The  Administrator  will  notify the  Participant  if there are special
circumstances  and  an  extension  is  required.  In no  case,  however,  will a
Participant receive the  Administrator's  decision later than one-hundred twenty
(120)  days  after  such  Participant  filed  his or her  written  appeal.  If a
Participant  does not  receive a claim  denial or notice of  extension  from the
Administrator  within  sixty  (60) days after the  Participant  filed his or her
appeal, such appeal will be deemed denied.

         The   Administrator's   final   decision  will  include  the  following
information:  (i) specific reasons for the  Administrator's  decision,  and (ii)
reference to Plan provisions on which the denial is based. If the  Administrator
overrules the claim denial,  in whole or in part, the  Participant  will receive
any Plan benefits owed based on the Administrator's determination.

                                       17


<PAGE>


                                   ARTICLE 9

                            AMENDMENT AND TERMINATION
                            -------------------------

         The Board of Directors of LS&CO.  or its delegate  shall have the right
to amend, suspend, or terminate the Plan, in whole or in part. In no event shall
any action pursuant to this Article 9 adversely  affect the rights of any person
with respect to amounts that have been  credited to his or her Account  prior to
the date of such action, as determined by the Administrator.













                                       18


<PAGE>


                                   ARTICLE 10

                                  MISCELLANEOUS
                                  -------------


     10.1      NO FUNDING.
               ----------

               (a)      The Plan  constitutes  a promise by the Employer to make
                        payments in accordance  with the terms of the Plan.  The
                        Plan shall be unfunded and all  payments  made under the
                        Plan  shall be made in cash from the  general  assets of
                        the Employer.  Nothing in the Plan shall be construed to
                        give any employee or of any other  person  rights to any
                        specific  assets of the Employer or of any other person.
                        Participants and beneficiaries under the Plan shall have
                        the  status  of  general  unsecured   creditors  of  the
                        Employer.  In  all  events,  it is  the  intent  of  the
                        Employer  that the Plan be treated as  unfunded  for tax
                        purposes  and for  purposes  of  Title I of  ERISA.

               (b)      Except as provided in Article 5, the Employer  shall not
                        establish a separate fund,  trust or account in the name
                        of any Participant or Beneficiary to hold assets payable
                        to a Participant. Any sponsor of a financial entity that
                        is used for  purposes  of income  tracking  shall not be
                        responsible   for  any  payments  under  the  Plan,  and
                        Participants shall not have an account  established with
                        such entity in connection  with their  participation  in
                        the Plan.  If LS&CO.  establishes  an account  with such
                        financial  entity for purposes of income  tracking,  any
                        increases to or  distributions  from such account  shall
                        remain the  property  of LS&CO.

               (c)      Nothing  contained herein shall be construed to create a
                        trust of any kind or a fiduciary relationship between an
                        Employer or the  Administrator and any employee or other
                        person.

     10.2      EFFECT ON OTHER PLANS. Except as otherwise provided under any
               ---------------------
qualified retirement plans maintained by the Employer,  Compensation and Bonuses
deferred under this Plan shall not be included in "covered compensation" for the
crediting  of  benefits  or  contributions  to any  qualified  retirement  plans
maintained  by the  Employer,  including  but not limited to any  pension  plan,
profit-sharing  plan,  stock purchase plan,  employee  savings plan, or employee
stock ownership plan.  Other benefit plans shall not be affected by Elective and
Bonus Deferrals under this Plan.

     10.3      NON-ASSIGNABILITY.
               -----------------

               (a)      NO  ASSIGNMENT.  Except as  provided  in  Article 7 or
                        otherwise in this Section  10.3,  none of the  benefits,
                        payments,  proceeds  or  claims  of any  Participant  or
                        Beneficiary  shall  be  subject  to  any  claim  of  any
                        creditor  of any  Participant  or  Beneficiary,  and, in
                        particular,  the same shall not be subject to attachment
                        or garnishment or other legal process by any creditor of
                        such  Participant  or  Beneficiary.   In  addition,   no
                        Participant  or  Beneficiary  shall  have  any  right to
                        alienate, anticipate, commute, pledge, encumber  or

                                       19

<PAGE>

                        assign any of the benefits or payments or proceeds which
                        he or she may expect to receive, contingently or
                        otherwise under the Plan.

                        Any (i) attempt by a Participant  or  Beneficiary  to
                        alienate,  anticipate,  commute,  pledge, encumber or
                        assign  any  amounts  payable  under the Plan,  or by
                        reason of his or her bankruptcy,  or (ii) other event
                        that makes such  payment  subject to his or her debts
                        or liabilities or would otherwise devolve upon anyone
                        else, the Administrator  may, in its sole discretion,
                        terminate such person's  interest in any such payment
                        and direct  that such  payment be held and applied to
                        or for the benefit of such person, his or her spouse,
                        children or other dependents, or in such other manner
                        as the Administrator may deem proper.

               (b)      QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any
                        provision in the Plan to the contrary,  a  Participant's
                        benefits   under  the  Plan  shall  be  payable  to  any
                        "alternate   payee"   (as   defined   in  Code   Section
                        414(p)(8)),   as  provided  in  any  qualified  domestic
                        relations  order  within  the  meaning  of Code  Section
                        414(p)(1)(A) as if the Plan were subject to Code Section
                        414(p).  The Administrator,  in its sole discretion,  or
                        its  designee,  shall make all relevant  determinations,
                        including,   but  not  limited  to,  whether  the  order
                        constitutes a qualified  domestic relations order within
                        the meaning of Code Section 414(p)(1)(A).  The rights of
                        any  alternate   payee  hereunder  are  subject  to  the
                        provisions  of  the  Plan,  and  the  Administrator  may
                        require an alternate  payee to  acknowledge  that his or
                        her rights are subject to such provisions.

     10.4      NOTICES AND  COMMUNICATIONS.  All notices,  statements,  reports
               ---------------------------
and other  communications  from the Administrator to any employee,  Participant,
Beneficiary,  or other  person  required  or  permitted  under the Plan shall be
deemed to have been duly given when  personally  delivered to, when  transmitted
using  facsimile or other  electronic  media, or when mailed  first-class  mail,
postage  prepaid and addressed to, such  employee,  Participant,  Beneficiary or
other person at his or her address last appearing on the records of the Company.
All  elections,   designations,   requests,  notices,   instructions  and  other
communications  from  a  Participant,   Beneficiary,  or  other  person  to  the
Administrator  required or permitted  under the Plan shall be in such form as is
prescribed  from  time to time by the  Administrator,  and  shall be  mailed  by
first-class  mail,  transmitted by facsimile,  electronic media, or delivered to
such  location as shall be specified by the  Administrator.  Such  communication
shall be deemed to have been given and delivered only upon actual receipt by the
Administrator at such location.

     10.5      LIMITATION OF PARTICIPANT'S RIGHTS. Nothing contained in the Plan
               ----------------------------------
shall be  construed  to  confer  upon any  person  the right to be  employed  or
continue in the employ of the Employer,  or to  interfere,  in any way, with the
Employer's right to terminate the employment of a Participant in the Plan at any
time, with or without cause.

     10.6      PARTICIPANTS BOUND. Any action with respect to the Plan taken by
               ------------------
the  Administrator or any action authorized by or taken at the direction of the
Administrator or the Employer shall be conclusive upon all Participants and

                                       20

<PAGE>

Beneficiaries entitled to benefits under the Plan.

     10.7      RECEIPT AND  RELEASE.  Any payment to any  Participant  or
               --------------------
Beneficiary in  accordance  with the  provisions  of the Plan  shall,  to the
extent thereof,  be in full  satisfaction  of all claims  against the  Employer
and the Administrator, and the Administrator may require such Participant  or
Beneficiary,  as a condition precedent to such payment, to execute a receipt and
release to such effect.  If any  Participant or Beneficiary is determined by the
Administrator  to be incompetent  by reason of physical or mental  disability or
other legal disability (including minority) to give a valid receipt and release,
the  Administrator may cause the payment or payments becoming due to such person
to be made to another person for his or her benefit  without  responsibility  on
the part of the  Administrator or the Employer to follow the application of such
funds.

     10.8      WITHHOLDING OF TAXES. LS&CO. shall withhold from all deferrals
               ---------------------------
and distributions made under the Plan any taxes  required to be withheld by any
law or regulations of the federal,  state,  or local  government.

     10.9      HEADINGS.  All headings and subheadings  in the Plan are provided
               --------
for  convenience  only and are not to be considered in the construction of the
provisions in the Plan.

    10.10      GOVERNING LAW AND SEVERABILITY.  The Plan shall be governed,
               ------------------------------
administered and construed in all respects under and by the laws of the State of
California.  If  any  provision  is  held  or  found  by a  court  of  competent
jurisdiction  to be invalid or  unenforceable,  the remaining  provisions  shall
continue to be fully effective.

                                      * * *

         IN WITNESS WHEREOF, the undersigned officer of LS&CO. has executed this
document to certify its adoption effective as of this ___ day of ____________,
2000.



                              LEVI STRAUSS & CO.


                              ------------------------------------
                              Fred D. Paulenich
                              Senior Vice President of Worldwide Human Resources


                                       21


<PAGE>


                                TABLE OF CONTENTS
________________________________________________________________________________

SECTION                                                                     PAGE
________________________________________________________________________________

ARTICLE 1 INTRODUCTION........................................................1

   1.1   PURPOSE OF PLAN......................................................1
   1.2   STATUS OF PLAN.......................................................1
   1.3   EFFECTIVE DATE.......................................................1

ARTICLE 2 DEFINITIONS.........................................................2

   2.1   ACCOUNT..............................................................2
   2.2   ADMINISTRATOR........................................................2
   2.3   AIP..................................................................2
   2.4   BENEFICIARY..........................................................2
   2.5   BONUS DEFERRAL(S)....................................................2
   2.6   BONUSES..............................................................2
   2.7   BRP..................................................................2
   2.8   CODE.................................................................2
   2.9   COMPENSATION.........................................................2
   2.10  DISABILITY...........................................................2
   2.11  EFFECTIVE DATE.......................................................3
   2.12  EIP..................................................................3
   2.13  ELECTIVE DEFERRAL....................................................3
   2.14  ELIGIBLE EMPLOYEE....................................................3
   2.15  EMPLOYER.............................................................3
   2.16  ERISA................................................................3
   2.17  HOPP.................................................................3
   2.18  LS&CO................................................................3
   2.19  LTIP.................................................................3
   2.20  LTPP.................................................................3
   2.21  PARTICIPANT..........................................................3
   2.22  PENSION MAKE-UP DEFERRED COMPENSATION................................3
   2.23  PLAN.................................................................4
   2.24  PLAN YEAR............................................................4
   2.25  RETIREMENT...........................................................4

ARTICLE 3 PARTICIPATION.......................................................5

   3.1   COMMENCEMENT OF PARTICIPATION........................................5
   3.2   CONTINUED PARTICIPATION..............................................5

ARTICLE 4 DEFERRALS...........................................................6

   4.1   ELECTIVE DEFERRALS...................................................6
   4.2   BONUS DEFERRALS......................................................6
   4.3   PENSION MAKE-UP DEFERRED COMPENSATION................................6
   4.4   ELECTIONS............................................................6

ARTICLE 5 ACCOUNTS............................................................8

   5.1   ACCOUNTS.............................................................8
   5.2   INCOME TRACKING......................................................8
   5.3   CHANGING INCOME TRACKING ELECTIONS...................................9


                                       i


<PAGE>


ARTICLE 6 PAYMENTS...........................................................10

   6.1   ELECTION AS TO TIME AND FORM OF PAYMENT (ELECTIVE AND BONUS
         DEFERRALS)..........................................................10
   6.2   ACCELERATION OF PAYMENTS............................................12
   6.3   TIME AND FORM OF PAYMENT FOR PENSION MAKE-UP DEFERRED COMPENSATION..12
   6.4   WITHDRAWAL DUE TO HARDSHIP..........................................13
   6.5   INVOLUNTARY DISTRIBUTION............................................14

ARTICLE 7 BENEFICIARIES......................................................15

   7.1   DESIGNATION BY PARTICIPANT..........................................15
   7.2   LACK OF DESIGNATION.................................................15

ARTICLE 8 PLAN ADMINISTRATION................................................16

   8.1   PLAN ADMINISTRATION AND INTERPRETATION..............................16
   8.2   INFORMATION REQUIRED................................................16
   8.3   INCAPACITY..........................................................16
   8.4   CLAIMS PROCEDURE....................................................16

ARTICLE 9 AMENDMENT AND TERMINATION..........................................18


ARTICLE 10 MISCELLANEOUS.....................................................19

   10.1  NO FUNDING..........................................................19
   10.2  EFFECT ON OTHER PLANS...............................................19
   10.3  NON-ASSIGNABILITY...................................................19
   10.4  NOTICES AND COMMUNICATIONS..........................................20
   10.5  LIMITATION OF PARTICIPANT'S RIGHTS..................................20
   10.6  PARTICIPANTS BOUND..................................................20
   10.7  RECEIPT AND RELEASE.................................................21
   10.8  WITHHOLDING OF TAXES................................................21
   10.9  HEADINGS............................................................21
   10.10 GOVERNING LAW AND SEVERABILITY......................................21


                                       ii

<PAGE>


















                               LEVI STRAUSS & CO.
                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES
               (AS AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2000)
                  (INCLUDING AMENDMENTS THROUGH MARCH 1, 2000)