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 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 EIP and to  delegate  to certain  other  officers of
LS&CO. the authority to adopt certain amendments to the EIP; 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 EIP, 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rescinded or superseded as of the date hereof; and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 EIP is hereby amended as follows,  effective as of
the dates set forth below:

1.       Effective as of April 3, 2000, the second to last sentence of Section
         2.66 of the EIP is hereby amended to read as follows:

                  "All Service will be  aggregated,  whether or not such Service
         is performed  consecutively,  and every partial month will be deemed to
         be one full month of  Service,  except that only full  calendar  months
         will be taken into account for purposes of eligibility for (a) becoming
         a Member under  Section 3.1 and, (b) the  Matching  Contribution  under
         Section 5.1."

2.       Effective as of April 3, 2000, Section 3.1 of the EIP is hereby amended
         in its entirety to read as follows:

                  "3.1  Commencement  of  Membership.  Each  Employee  who was a
         Member in the Plan on the Effective  Date will continue to be a Member.
         Prior to April 3, 2000,  each Employee who was not a Member in the Plan

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         on the Effective  Date,  will become a Member in the Plan on the first
         day of the pay period  coinciding  with or next  following  the day on
         which he or she completes a Year of Service.  Effective as of April 3,
         2000,  each Employee will become a Member in the Plan on the first day
         of the pay  period  coinciding  with or next  following  the date such
         Employees  performs one Hour of Service.  Upon  becoming a Member,  an
         Employee will  designate a  Beneficiary  under Section 2.8 and Section
         14."

3.       Effective as of April 3, 2000, the first sentence of Section 5.1 of the
         EIP is hereby amended to read as follows:

                  "Except as provided  below,  for each period (an  "Accumulated
         Period")  during a Plan Year with respect to 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  50%  of  each  Member's  Contributions  for  the
         Accumulation Period."

                                      * * *

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

                                               LEVI STRAUSS & CO.



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