EMPLOYEE INVESTMENT PLAN OF
                               LEVI STRAUSS & CO.

                                   AMENDMENTS


         WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Employee
Investment Plan of Levi Strauss & Co. (the "EIP"); and

         WHEREAS, Section 18 of the EIP provides that LS&CO. may amend the EIP
at any time and for any reason; and

         WHEREAS,  LS&CO.  desires to amend the EIP to permit all highly
compensated  employees to  participate in the EIP effective January 1, 2001; and

         WHEREAS,  because all highly compensated employees will become eligible
to participate in the EIP effective January 1, 2001, LS&CO. desires to amend the
EIP effective  January 1, 2001 to exclude certain  compensation from being taken
into account for deferral purposes;

         WHEREAS,  LS&CO.  desires to amend the EIP effective January 1, 2001 to
increase the percentage of pre-tax and post-tax  contributions  of non-highly
compensated  members from ten percent of their  compensation to fifteen percent;
and

         WHEREAS,  LS&CO.  desires to amend the EIP effective  January 1, 2001
to limit  the  total  contributions  a member  can make in any plan  year to ten
percent of the  compensation  limit under  section  401(a)(17)  of the  Internal
Revenue Code; and

         WHEREAS,   LS&CO.   desires  to  amend  the  EIP  to  reflect   various
administrative   changes,   such  as  granting  the  Investment  Committee  full
discretion  to select  investment  funds  offered  under the EIP,  changing  the
default  investment  option  in the  event  a  member  fails  to  file a  proper
investment  direction,  and changing the procedure relating to how undeliverable
checks are reinvested; and

         WHEREAS,  LS&CO.  desires to amend the EIP effective April 3, 2000 to
clarify  that,  similar  to  newly  hired  employees,  the one  year of  service
requirement  with respect to  eligibility  to  participate  was  eliminated  for
rehired and transferred employees; and

         WHEREAS,  by  resolutions  duly adopted on June 22, 2000,  the Board of
Directors of LS&CO. authorized Philip A. Marineau, President and Chief Executive
Officer, to take certain actions with respect to the EIP and to further delegate
the authority to take certain actions with respect to the EIP; and

         WHEREAS,  on June 22, 2000, Philip A. Marineau  delegated to any Senior
Vice  President,  Human  Resources,  including  Fred D.  Paulenich,  Senior Vice
President of Worldwide

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Human  Resources,  the authority to take certain actions with respect to the EIP
and such delegation has not been amended, rescinded or superseded as of the date
hereof; and

         WHEREAS, the amendments herein are within the delegated authority of
Fred D. Paulenich;

         NOW THEREFORE, effective as of the dates set forth herein, LS&CO.
amends the EIP as follows:

1.       Effective as of January 1, 2001, the second sentence of Section 2.14 of
         the EIP is  hereby  amended  by  deleting  the  phrase  ", and  amounts
         deferred   under  the   Company's   Deferred   Compensation   Plan  for
         executives."

2.       Effective  as of January  1,  2001,  paragraph  (l) of  Section  2.17
         of the EIP is hereby  amended in its entirety to read as follows:

                           "(l) A Highly Compensated  Employee,  with respect to
         the eligibility to make Member  Contributions  or receive an allocation
         of Matching Contributions,  Nonelective  Contributions,  Profit Sharing
         Contributions  and  Forfeitures  only,  except as other  provided under
         Section 3.5(b)."

3.       Effective  as of April 3,  2000,  Section  3.2 of the EIP is hereby
         amended  in its  entirety  to read as follows:

                  "3.2 REHIRED AND TRANSFERRED EMPLOYEES.  Effective as of April
         3, 2000, a former  Employee who is rehired will be eligible to begin or
         resume  membership in the Plan on the first  Membership Date coincident
         with or next  following  the date he or she  attains  or returns to the
         status of an Employee. Prior to April 3, 2000, a former Employee who is
         rehired will be eligible to begin or resume  membership  in the Plan on
         the first Membership Date coinciding with or next following the date he
         or she  attains  or  returns  to the  status  of an  Employee  and  has
         completed  a Year of  Service.  Effective  as of April 3,  2000,  if an
         employee of the Company or an Affiliated  Company transfers  employment
         either to the Company or to another employment  classification and as a
         result  qualifies  as  an  Employee,  then  such  Employee  will  begin
         membership in the Plan on the first  Membership Date coincident with or
         next  following  the date he or she attains the status of an  Employee.
         Prior to April 3, 2000,  if an employee of the Company or an Affiliated
         Company  transfers  employment  either  to the  Company  or to  another
         employment  classification  and as a result  qualifies  as an Employee,
         then  such  Employee  will  begin  membership  in the Plan on the first
         Membership  Date  coincident  with or next following the date he or she
         attains the status of an Employee and has completed a Year of Service."

4.       Effective  as of January  1,  2001,  Section  2.23 of the EIP is hereby
         amended  by adding the  following before the last paragraph thereof:

<PAGE>

                  "Notwithstanding  the  foregoing,  effective  for  Plan  Years
         beginning after December 31, 1996, the term Highly Compensated Employee
         means any Employee who:

                           (c) Was a five  percent  (5%) owner of the Company or
         an Affiliated  Company (as defined in section 416(i)(1) of the Code) at
         any time during the Plan Year or the preceding Plan Year; or

                           (d)   For   the   preceding    Plan   Year   received
         'compensation'  (as defined  below)  from the Company or an  Affiliated
         Company in excess of eighty  thousand  dollars  ($80,000),  as adjusted
         under Regulations or rulings issued by the IRS."

5.       Effective as of January 1, 2001, the EIP is hereby amended by deleting
         Appendix E in its entirety.

6.       Effective  as of  January  1,  2001,  paragraph  (b) of  Section  3.5
         of the EIP is hereby  amended in its entirety to read as follows:

                           "(b)   Eligible   Highly    Compensated    Employees.
         Notwithstanding  Section  3.5(a),  a Highly  Compensated  Employee  who
         satisfies the  eligibility  requirements of Section 3.1 may participate
         in the Plan for all or a portion  of a Plan  Year as a Member  provided
         that  he  or  she  is  included  in  an  eligible  category  of  Highly
         Compensated Employees described in paragraphs (b)(i) or (b)(ii), below:

                                    (i) For any Plan Year ending in or after the
                  1996  calendar  year,  Highly   Compensated   Employees  whose
                  compensation (as determined  pursuant to Section 2.23) for the
                  prior Plan Year did not exceed  ninety five  thousand  dollars
                  ($95,000); or

                                   (ii) Effective as of January 1, 2001, all
                  Highly Compensated Employees."

7.       Effective  as of January 1, 2001,  Section  4.1 of the EIP is hereby
         amended in its  entirety  to read as follows:

                  "4.1 ELECTION TO MAKE CONTRIBUTIONS. A Member whose membership
                       ------------------------------
         is not suspended  under Sections 3.3 or 3.5 may elect,  as of the first
         day  of  any  pay  period  in  any  month,   to  begin  making   Member
         Contributions  to the Plan in one percent (1%) increments of his or her
         Compensation,  without regard to the  compensation  limit under section
         401(a)(17)  of the  Code,  up to a  maximum  of ten  percent  (10%) (or
         effective as of January 1, 2001,  fifteen percent (15%) with respect to
         those Members who are not Highly Compensated Employees). The Member may
         elect  to  make   such   Member   Contributions   either   as   Pre-Tax
         Contributions,  Post-Tax  Contributions,  or any combination thereof. A
         Member's  election to make Pre-Tax  Contributions  will  constitute  an
         election (for federal tax purposes and, wherever  permitted,  for state
         and local tax purposes) to have his or her taxable Compensation reduced
         by the amount of all Pre-Tax Contributions."

<PAGE>

8.       Effective  as of January 1, 2001,  Section  4.2 of the EIP is hereby
         amended in its  entirety  to read as follows:

                  "4.2 MAXIMUM PRE-TAX  CONTRIBUTIONS AND MEMBER  CONTRIBUTIONS.
                       --------------------------------------------------------
         The  sum of a  Member's  Pre-Tax  Contributions  to the  Plan  for  any
         calendar  year  and  the  portion  of  the  Member's   Profit   Sharing
         Contribution  which the Member could have  received in cash during such
         calendar  year (if the Member  does not elect to receive  such  portion
         under Section 6.2) will not exceed seven thousand dollars ($7,000),  as
         adjusted from time to time under section 402(g)(5) of the Code for cost
         of  living  adjustments.  If any  Member's  Pre-Tax  Contributions  are
         affected  by this  limitation,  the Member  will  continue to make such
         contributions as Post-Tax  Contributions to the Plan unless such Member
         elects to suspend  such  contributions  as  provided  in  Section  4.3.
         Notwithstanding any provision in the Plan to the contrary, effective as
         of January 1, 2001,  the sum of a Member's  Pre-Tax  Contributions  and
         Post-Tax  Contributions  for  any  Plan  Year  and the  portion  of the
         Member's  Profit  Sharing  Contribution  which the  Member  could  have
         received in cash during such Plan Year (if the Member does not elect to
         receive  such  portion  under  Section 6.2) will not exceed ten percent
         (10%) of the  compensation  limit  for such  Plan  Year  under  section
         401(a)(17)  of the Code,  as adjusted  from time to time under  section
         401(a)(17) of the Code for cost of living adjustments."

9.       Effective  as of January 1, 2001,  Section  4.3 of the EIP is hereby
         amended in its  entirety  to read as follows:

                  "4.3 CHANGE OR SUSPENSION OF  CONTRIBUTIONS.  A Member, at any
                       --------------------------------------
         time, may change the rate of his or her Member Contributions within the
         percentage limitation described in Section 4.1 or may change the nature
         of such  Member  Contributions  as Pre-Tax  Contributions  or  Post-Tax
         Contributions  by filing the  prescribed  form with the  Administrative
         Committee,  or by  utilizing  such other  notification  procedure as is
         prescribed by the  Administrative  Committee.  A Member may suspend all
         Member   Contributions   by  filing  the   prescribed   form  with  the
         Administrative  Committee,  or by  utilizing  such  other  notification
         procedure  as is  prescribed  by  the  Administrative  Committee.  Such
         changes  in rate or nature of Member  Contributions  or  suspension  of
         Member  Contributions  will  become  effective  as soon  as  reasonably
         practicable after the date the form is filed with or notice is received
         by  the  Administrative   Committee.   Notwithstanding  the  foregoing,
         effective  January 1, 2001, with respect to a Member who transfers from
         the status of a Highly Compensated Employee to a non-Highly Compensated
         Employee  at the end of a Plan Year,  such Member may elect to increase
         his or her  Member  Contributions  for the  following  Plan  Year up to
         fifteen percent (15%) of his or her Compensation, without regard to the
         compensation limit under section 401(a)(17),  with such increase in the
         Member  Contributions  becoming effective with the pay period beginning
         as soon as reasonably  practicable following the end of such Plan Year.
         Further,  effective  January  1,  2001,  with  respect  to a Member who
         transfers  from the status of a  non-Highly  Compensated  Employee to a
         Highly  Compensated  Employee at the end of a Plan Year,  such Member's
         prior election will  automatically  be decreased  (beginning  with such
         Member's Post-Tax Contributions, if any) to ten percent (10%) of his or
         her  Compensation,  without  regard  to the  compensation  limit  under
         section 401(a)(17),  in the event  that his or her election  prior to

<PAGE>

         becoming a Highly  Compensated Employee  was greater  than ten percent
         (10%),  with  such  decrease  in  the  Member  Contributions  becoming
         effective  with  the  pay  period   beginning  as  soon  as  reasonably
         practicable following the end of such Plan Year."

10.      Effective as of January 1, 2001,  the first  paragraph of Section 5.1
         of the EIP is hereby  amended in its entirety to read as follows:

                  "5.1 MATCHING  CONTRIBUTIONS.  Except as provided  below,  for
                       -----------------------
         each period (an  'Accumulation  Period') during a Plan Year,  beginning
         with the pay period  coinciding with or next following the day on which
         a Member completes a Year of Service,  the Company will make a Matching
         Contribution  to the Plan in an amount equal to fifty  percent (50%) of
         such  Member's  Member   Contributions  for  the  Accumulation  Period,
         provided  that Member  Contributions  in excess of ten percent (10%) of
         such Member's  Compensation,  without regard to the compensation  limit
         under  section  401(a)(17)  of the  Code,  shall  not be  matched.  The
         Matching  Contribution  will be reduced by any amount  which  cannot be
         allocated  to  the  Member  because  of  the  contribution   limitation
         described in Section 12.1.  The Board of Directors may determine in its
         sole discretion that:"

11.      Effective as of the date this amendment is adopted,  the EIP is hereby
         amended by deleting  Appendix C in its entirety.

12.      Effective as of the date this  amendment is adopted,  Section  7.1(a)
         of the EIP is hereby  amended in its entirety to read as follows:

                           "(a) In General.  All  contributions to the Plan will
         be held by the Trustee for investment and  reinvestment  as part of the
         Trust Fund under the Trust  Agreement.  The Trust Fund will  consist of
         Funds  or  other  investment  vehicles  designated  by  the  Investment
         Committee,  as may be amended from time to time in the sole  discretion
         of the Investment Committee."

13.      Effective  as of the  date  this  amendment  is  adopted,  the last two
         sentences  of the first  paragraph of Section 7.2 of the EIP are hereby
         amended to read as follows:

         "If the  Member  fails to file any  investment  directions,  his or her
         share of any Profit Sharing Contribution allocated to his or her Profit
         Sharing 401(k) Account and Profit Sharing Regular  Account,  his or her
         Member   Contributions,   Matching   Contributions,   and   Nonelective
         Contributions  will be deposited in a Fund designated from time to time
         by the Investment Committee in its sole discretion."

14.      Effective as of November 15, 1999, Section 11.9 of the EIP is hereby
         amended to read as follows:

                  "11.9 UNDELIVERABLE CHECKS. In the event that a Benefit cannot
                        --------------------
         be delivered, the Account of the Member (or Beneficiary, as applicable)
         shall be  recredited  with the amount of the  Benefit  which  cannot be
         delivered.  Such Benefit shall be reinvested in the Fidelity Retirement

<PAGE>

         Money Market Fund (or such as the  Investment Committee, in its sole
         discretion, determines  is most  similar to a money  market  fund with
         respect to its risk characteristics), except that the Benefit relating
         to any  undeliverable  check  returned after November 15, 1999 shall be
         reinvested  in the same  Fund(s) from which it was  withdrawn  based on
         both the Member's (or  Beneficiary's,  if applicable)  prior investment
         allocation  percentage  and the Funds(s) net  asset  value  as of the
         applicable reinvestment date."

                                      * * *

         IN WITNESS WHEREOF,  LS&CO. has caused this instrument to be executed
by its duly authorized  officer this _____ day of _______________________, 2000.



                              LEVI STRAUSS & CO.


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