CAPITAL ACCUMULATION PLAN OF
                               LEVI STRAUSS & CO.


                                   AMENDMENTS


         WHEREAS, LEVI STRAUSS & CO.("LS&CO.") maintains the Capital
Accumulation Plan of Levi Strauss & Co. (the "CAP"); and

         WHEREAS, Part 2, Q&A-33 of the CAP provides that LS&CO. may amend the
CAP at any time and for any reason; and

         WHEREAS, LS&CO. desires to amend the CAP effective April 3, 2000 to
eliminate the one year service requirement for employee contributions; and

         WHEREAS, by resolutions duly adopted on April 23, 1996, the Board of
Directors of LS&CO.  authorized Robert D. Haas,  Chairman of the Board, to adopt
certain  amendments  to the CAP and to  delegate  to certain  other  officers of
LS&CO. the authority to adopt certain amendments to the CAP; and

         WHEREAS,  on December  2, 1996,  Robert D. Haas  delegated  to Donna J.
Goya,  Senior Vice President for Global Human Resources,  the authority to amend
the CAP, subject to specified limits,  and such delegation has not been amended,
rescinded or superseded as of the date hereof; and

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

         NOW, THEREFORE,  the CAP is hereby amended as follows,  effective as of
the dates set forth below:

1.       Effective as of April 3, 2000, the first bullet of Part 1 of the CAP is
         hereby amended in its entirety to read as follows:

                  "Prior to April 3, 2000,  Home Office  payroll  employees  are
                  eligible to  participate in the Plan if they have completed at
                  least one year of service and would be eligible to participate
                  in the Employee Investment Plan ("EIP") if not for that plan's
                  exclusion  of  employees   whose   compensation   exceeds  the
                  applicable maximum limitation.  Effective as of April 3, 2000,
                  Home Office  payroll  employees are eligible to participate in
                  the Plan if they have  completed  at least one hour of service
                  and would be  eligible  to  participate  in the EIP if not for
                  that plan's exclusion of employees whose compensation  exceeds
                  the applicable maximum limitation."

<PAGE>

2.       Effective as of April 3, 2000, the fourth sentence of Part 2, Q&A-3 of
         the CAP is hereby amended to read as follows:

                  "In order to otherwise  have been eligible to  participate  in
                  the EIP,  you must (1) have at least one year of service as an
                  employee  of the  Company or any  subsidiary  of the  Company;
                  except that  effective as of April 3, 2000, you must have only
                  one hour of  service  as an  employee  of the  Company  or any
                  subsidiary  of the Company,  and (2)  currently be paid on the
                  Home  Office  payroll  and  employed  by  the  Company  or any
                  subsidiary of the Company that has adopted the EIP."

3.       Effective as of April 3, 2000, Part 2, Q&A-5 of the CAP is hereby
         amended in its entirety to read as follows:

                  "Prior  to  April  3,   2000,   you  may   enroll   and  begin
                  participation  in the Plan  effective  on the first day of any
                  payroll  period after you have  completed  one year of service
                  (whether  before or after the  effective  date of the Plan) if
                  you otherwise are an eligible employee at that time. Effective
                  as  of  April  3,   2000,   you  may  enroll  and  begin  your
                  participation  in the Plan  effective  on the first day of any
                  payroll  period  coinciding  with or  following  the  date you
                  perform one hour of service,  if you otherwise are an eligible
                  employee at that time."

4.       Effective as of April 3, 2000, the first sentence of Part 2, Q&A-7 of
         the CAP is hereby amended to read as follows:

                  "After  you  have   completed   one  year  of  service,   your
                  contributions  deducted  from each  paycheck  and AIP  payment
                  under the Plan earn the Match,  which is an  employer  payment
                  equal to 75% of your contributions under the Plan."

                                      * * *

         IN WITNESS WHEREOF, the undersigned has set her hand hereunto, on March
____, 2000.

                                               LEVI STRAUSS & CO.



                                               ---------------------------------
                                               Donna J. Goya
                                               Senior Vice President