LEVI STRAUSS & CO.

                 125,000,000 Euro Dollars 11 5/8% Senior Notes Due 2008

                         REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                January 18, 2001

 Salomon Smith Barney Inc. Banc of America
 Securities LLC Scotia Capital (USA) Inc.
 Chase Securities Inc.
 Banc One Capital Markets, Inc.

 As Representatives of the Initial Purchasers c/o Salomon
 Smith Barney Inc.
 388 Greenwich Street
 New York, New York 10013

 Ladies and Gentlemen:

                  Levi  Strauss & Co., a  corporation  organized  under the laws
of Delaware (the "Company"), proposes  to issue and sell to  certain  purchasers
(the  "Initial Purchasers"),  upon the  terms set forth in a  purchase agreement
of even date herewith (the "Purchase  Agreement"),  its 125,000,000 euro dollars
of  11 5/8%  Senior Notes Due 2008 ( the  "Securities")  relating to the initial
placement  of  the Securities (the "Initial  Placement").  To induce the Initial
Purchasers  to  enter  into the Purchase Agreement and to satisfy a condition of
your obligations thereunder,  the Company agrees with you for your  benefit  and
the  benefit  of the holders from time to time of the Securities  (including the
Initial  Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

                  1.  Definitions. Capitalized terms used herein without
                      -----------
definition shall have the respective meanings set forth in the Purchase
Agreement.  As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities  Act of 1933, as amended,  and
the rules and regulations of the Commission promulgated thereunder.

<PAGE>

                  "Affiliate"  of any  specified  person  shall  mean any  other
person that,  directly or indirectly,  is in control of, is controlled by, or is
under  common  control  with,  such  specified  person.  For  purposes  of  this
definition,  control of a person shall mean the power,  direct or  indirect,  to
direct or cause the  direction  of the  management  and  policies of such person
whether by contract or otherwise;  and the terms  "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer"  shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business  Day" shall mean any day other  than a  Saturday,  a
Sunday  or a legal  holiday  or a day on  which  banking  institutions  or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission"   shall   mean  the   Securities   and   Exchange
Commission.

                  "Dollar Notes" shall mean the Company's U.S. dollar
denominated 11 5/8% Senior Notes due 2008.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as  amended,  and  the  rules  and  regulations  of the  Commission  promulgated
thereunder.

                  "Exchange Offer Prospectus" shall mean the prospectus included
 in the Exchange Offer Registration Statement, as amended or supplemented by any
 prospectus supplement, with respect to the terms of the offering of any portion
 of the New  Securities  (and,  if the  Company  so  chooses  and to the  extent
 permitted by  applicable  law,  any portion of the  Company's  debt  securities
 offered in  exchange  for the Dollar  Notes)  covered  by such  Exchange  Offer
 Registration  Statement,  and all  amendments and  supplements  thereto and all
 material incorporated by reference therein.

                                       2

<PAGE>

                  "Exchange  Offer  Registration  Period" shall mean the 180-day
 period following the consummation of the Registered  Exchange Offer,  exclusive
 of any period  during  which any stop order shall be in effect  suspending  the
 effectiveness of the Exchange Offer Registration Statement.

                  "Exchange   Offer   Registration   Statement"   shall  mean  a
 registration statement of the Company on an appropriate form under the Act with
 respect to the Registered Exchange Offer (and, if the Company so chooses and to
 the extent  permitted by applicable  law, with respect to an offer to issue and
 deliver to the holders of the Dollar Notes, in exchange for the Dollar Notes, a
 like aggregate principal amount of the Company's debt securities denominated in
 U.S. dollars),  all amendments and supplements to such registration  statement,
 including  post-effective  amendments  thereto,  in  each  case  including  the
 Exchange  Offer  Prospectus  contained  therein,  all exhibits  thereto and all
 material incorporated by reference therein.

                  "Exchanging  Dealer"  shall mean any Holder (which may include
any Initial  Purchaser) that is a  Broker-Dealer  and elects to exchange for New
Securities  any  Securities  that it acquired for its own account as a result of
market-making  activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Holder"  shall  have the  meaning  set forth in the  preamble
hereto.

                  "Indenture"   shall  mean  the   indenture   relating  to  the
 Securities,  dated as of January 18,  2001,  between the Company and  Citibank,
 N.A.,  as trustee,  as the same may be amended from time to time in  accordance
 with the terms thereof.

                  "Initial  Placement"  shall have the  meaning set forth in the
preamble  hereto.  "Initial  Purchaser"  shall have the meaning set forth in the
preamble  hereto.  "Losses"  shall have the  meaning  set forth in Section  6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
 aggregate  principal  amount  of  Securities  registered  under a  Registration
 Statement.

                  "Managing  Underwriters"  shall mean the investment  banker or
 investment   bankers  and  manager  or  managers   that  shall   administer  an
 underwritten offering.

                  "New  Securities"  shall mean debt  securities  of the Company
 identical in all material respects to the Securities  (except that the interest
 rate  step-up  provisions  and the transfer  restrictions  shall be modified or
 eliminated,  as  appropriate)  and to be issued under the  Indenture or the New
 Securities Indenture.

                  "New Securities Indenture" shall mean an indenture between the
 Company and the New Securities  Trustee,  identical in all material respects to
 the  Indenture  (except  that the  interest  rate  step-up  provisions  will be
 modified or eliminated, as appropriate).

                  "New  Securities  Trustee" shall mean the Trustee or a bank or
 trust company  reasonably  satisfactory to the Initial  Purchasers,  as trustee
 with respect to the New Securities under the New Securities Indenture.

                  "Prospectus"  shall  mean  the  prospectus   included  in  any
 Registration  Statement  (including,  without  limitation,  a  prospectus  that
 discloses information  previously omitted from a prospectus filed as part of an
 effective  registration statement in reliance upon Rule 430A under the Act), as
 amended or supplemented by any prospectus supplement, with respect to the terms
 of the offering of any portion of the Securities or the New Securities  covered
 by such Registration Statement,  and all amendments and supplements thereto and
 all material incorporated by reference therein.

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<PAGE>


                  "Purchase  Agreement"  shall have the meaning set forth in the
preamble hereto.

                  "Registered  Exchange  Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the  Securities  that are not
prohibited by any law or policy of the  Commission  from  participating  in such
offer, in exchange for the Securities,  a like aggregate principal amount of the
New Securities.

                  "Registration   Statement"   shall  mean  any  Exchange  Offer
Registration  Statement or Shelf  Registration  Statement that covers any of the
Securities or the New Securities  pursuant to the provisions of this  Agreement,
any  amendments  and  supplements  to  such  registration  statement,  including
post-effective  amendments  (in each case  including  the  Prospectus  contained
therein),  all  exhibits  thereto and all  material  incorporated  by  reference
therein.

                  "Securities"  shall have the meaning set forth in the preamble
hereto.

                  "Shelf  Registration"  shall  mean  a  registration   effected
pursuant to Section 3 hereof.

                  "Shelf  Registration  Period"  has the  meaning  set  forth in
Section 3(b) hereof.

                  "Shelf   Registration   Statement"   shall   mean  a   "shelf"
 registration  statement of the Company  pursuant to the provisions of Section 3
 hereof  which  covers  some  or all of the  Securities  or New  Securities,  as
 applicable, on an appropriate form under Rule 415 under the Act, or any similar
 rule that may be adopted by the Commission,  amendments and supplements to such
 registration  statement,  including  post-effective  amendments,  in each  case
 including  the  Prospectus  contained  therein,  all  exhibits  thereto and all
 material incorporated by reference therein.

                  "Trustee"   shall  mean  the  trustee   with  respect  to  the
Securities under the Indenture.

                  "underwriter"  shall mean any  underwriter  of  Securities  in
 connection with an offering thereof under a Shelf Registration Statement.

                  2.  Registered Exchange  Offer.  (a) The Company shall prepare
                      ----------
and, not later than 60 days  following the date of the original  issuance of the
Securities,  shall file with the  Commission  the  Exchange  Offer  Registration
Statement with respect to the Registered  Exchange Offer.  The Company shall use
its best efforts to cause the Exchange  Offer  Registration  Statement to become
effective under the Act within 120 days of the date of the original  issuance of
the Securities.

                  (b) Upon the effectiveness of the Exchange Offer  Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the  objective  of such  Registered  Exchange  Offer to enable each Holder
electing to exchange Securities for New

                                       4

<PAGE>


Securities  (assuming  that such  Holder  is not an  Affiliate  of the  Company,
acquires the New  Securities in the ordinary  course of such Holder's  business,
has no  arrangements  with any person to participate in the  distribution of the
New Securities and is not prohibited by any law or policy of the Commission from
participating  in the  Registered  Exchange  Offer) to trade such New Securities
from and after their receipt without any  limitations or restrictions  under the
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

                  (c)  In connection with the Registered Exchange Offer, the
Company shall:

                  (i) mail to each Holder a copy of the Prospectus  forming part
         of  the  Exchange  Offer  Registration  Statement,   together  with  an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         30  Business  Days and not more than 45  Business  Days  after the date
         notice  thereof is mailed to the Holders  (or, in each case,  longer if
         required by applicable law);

                  (iii) use its  reasonable  best  efforts to keep the  Exchange
         Offer Registration Statement continuously  effective,  supplemented and
         amended as required,  under the Act to ensure that it is available  for
         sales of New Securities by Exchanging Dealers during the Exchange Offer
         Registration  Period;  provided  that if any  Initial  Purchaser  holds
                                --------
         Securities  that it  acquired  for  its  own  account  as a  result  of
         market-making  activities or other trading activities (but not directly
         from the Company or any Affiliate of the Company)  after the expiration
         of the Exchange Offer Registration Period, that Initial Purchaser shall
         have the right, for 90 days immediately following the expiration of the
         Exchange Offer Registration Period, to request the Company to prepare a
         prospectus  for  use  by  that  Initial  Purchaser  for  sales  of  New
         Securities,  and the Company shall use its  reasonable  best efforts to
         prepare that prospectus for such use;

                  (iv) utilize the services of a depositary  for the  Registered
         Exchange  Offer with an address in the Borough of Manhattan in New York
         City,  which  may be the  Trustee,  the New  Securities  Trustee  or an
         Affiliate of either of them;

                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement,  if  requested  or  required  by the  Commission,  provide a
         supplemental  letter to the  Commission (A) stating that the Company is
         conducting the Registered Exchange Offer in reliance on the position of
         the Commission in Exxon Capital Holdings  Corporation  (pub. avail. May
                           -----------------------------------
         13, 1988) and Morgan Stanley and Co., Inc. (pub.  avail. June 5, 1991);
                       ----------------------------
         and (B)  including  a  representation  that the Company has not entered
         into any

                                       5

<PAGE>


         arrangement  or  understanding  with any person to  distribute  the New
         Securities to be received in the Registered Exchange Offer and that, to
         the  best  of  the  Company's   information  and  belief,  each  Holder
         participating  in the  Registered  Exchange  Offer is acquiring the New
         Securities in the ordinary course of business and has no arrangement or
         understanding with any person to participate in the distribution of the
         New Securities; and

                  (vii)  comply in all respects with all applicable laws.

                  (d) As soon as  practicable  after the close of the Registered
Exchange Offer, the Company shall:

                  (i)  accept  for  exchange  all  Securities  tendered  and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancelation in accordance with
         Section 4(s) all Securities so accepted for exchange; and

                  (iii)   cause  the  New   Securities   Trustee   promptly   to
         authenticate  and  deliver to each  Holder of  Securities  a  principal
         amount  of  New  Securities  equal  to  the  principal  amount  of  the
         Securities of such Holder so accepted for exchange.

                  (e) Each Holder hereby  acknowledges  and agrees that any such
Holder using the Registered  Exchange Offer to participate in a distribution  of
the New  Securities  (x) could not under  Commission  policy as in effect on the
date of this  Agreement rely on the position of the Commission in Morgan Stanley
                                                                  --------------
and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings  Corporation
-------------                                -----------------------------------
(pub.  avail.  May 13,  1988),  as  interpreted  in the  Commission's  letter to
Shearman & Sterling dated July 2, 1993 and similar  no-action  letters;  and (y)
must comply with the  registration and prospectus  delivery  requirements of the
Act in connection with any secondary resale transaction which must be covered by
an effective  registration  statement  containing  the selling  security  holder
information required by Item 507 or 508, as applicable,  of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities  acquired by such Holder  directly from the Company or one of its
Affiliates.  Accordingly,  each Holder  participating in the Registered Exchange
Offer shall be required to  represent  to the Company  that,  at the time of the
consummation of the Registered Exchange Offer:

                  (i)  any  New  Securities  received  by  such  Holder  will be
         acquired in the ordinary course of business;

                  (ii) such Holder  will have no  arrangement  or  understanding
         with any person to participate in the distribution of the Securities or
         the New Securities within the meaning of the Act; and

                                       6

<PAGE>


                  (iii)  such Holder is not an Affiliate of the Company.

                  (f)  If  any  Initial  Purchaser  determines  that  it is  not
 eligible to participate  in the  Registered  Exchange Offer with respect to the
 exchange of Securities  constituting any portion of an unsold allotment, at the
 request of such Initial Purchaser,  the Company shall issue and deliver to such
 Initial  Purchaser or the person  purchasing New Securities  registered under a
 Shelf  Registration  Statement  as  contemplated  by Section 3 hereof from such
 Initial Purchaser, in exchange for such Securities,  a like principal amount of
 New  Securities.  The  Company  shall use its best  efforts  to cause the CUSIP
 Service  Bureau to issue the same CUSIP numbers for such New  Securities as for
 New Securities issued pursuant to the Registered Exchange Offer.

                  3.  Shelf Registration. (a) If (i) due to any change in law or
                      ------------------
applicable  interpretations  thereof  by the  Commission's  staff,  the  Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered  Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Exchange Offer Registration Statement is not declared effective
within  120 days of the  date of  original  issuance  of the  Securities  or the
Registered  Exchange  Offer is not  consummated  within  150 days of the date of
original  issuance of the  Securities;  (iii) any Initial  Purchaser so requests
within 45 days of consummation of the Registered  Exchange Offer with respect to
Securities  that are not  eligible to be  exchanged  for New  Securities  in the
Registered Exchange Offer and that are held by it following  consummation of the
Registered  Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so
requests within 45 days of consummation of the Registered  Exchange Offer on the
basis  that such  Holder  was not  eligible  to  participate  in the  Registered
Exchange  Offer or does not  receive  freely  tradeable  New  Securities  in the
Registered Exchange Offer other than by reason of such Holder being an Affiliate
of the Company (it being  understood  that a requirement to deliver a Prospectus
in connection with market-making activities or other trading shall not result in
the applicable  securities not being "freely tradeable");  or (v) in the case of
any Initial  Purchaser that  participates  in the  Registered  Exchange Offer or
acquires New Securities  pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive  freely  tradeable New  Securities  in exchange for  Securities
constituting  any portion of an unsold  allotment (it being  understood that (x)
the requirement that an Initial  Purchaser  deliver a Prospectus  containing the
information  required  by Item 507 or 508 of  Regulation  S-K  under  the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities  being not "freely  tradeable";  and (y) the
requirement  that an Exchanging  Dealer deliver an Exchange Offer  Prospectus in
connection  with sales of New  Securities  acquired in the  Registered  Exchange
Offer  in  exchange  for  Securities  acquired  as  a  result  of  market-making
activities or other trading  activities  shall not result in such New Securities
being not "freely  tradeable"),  the Company  shall effect a Shelf  Registration
Statement in accordance with subsection (b) below.

                  (b) (i) The Company shall as promptly as  practicable  (but in
 no event more than 60 days after so  required  or  requested  pursuant  to this
 Section 3), file with the Commission and thereafter  shall cause to be declared
 effective under the Act a Shelf  Registration  Statement  relating to the offer
 and sale of the Securities or the New Securities, as applicable, by the Holders
 thereof  from  time to time in  accordance  with the  methods  of  distribution
 elected by such

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<PAGE>


 Holders and set forth in such Shelf Registration Statement;  provided, however,
                                                              --------  -------
 that no Holder (other than an Initial  Purchaser) shall be entitled to have the
 Securities held by it covered by such Shelf Registration  Statement unless such
 Holder agrees in writing to be bound by all of the provisions of this Agreement
 applicable  to such  Holder;  and  provided  further,  that with respect to New
                                    --------  -------
 Securities  received  by  an  Initial  Purchaser  in  exchange  for  Securities
 constituting any portion of an unsold allotment,  the Company may, if permitted
 by current  interpretations  by the Commission's  staff,  file a post-effective
 amendment  to  the  Exchange  Offer  Registration   Statement   containing  the
 information  required by Item 507 or 508 of Regulation  S-K, as applicable,  in
 satisfaction of its obligations under this subsection with respect thereto, and
 any  such  Exchange  Offer  Registration  Statement,  as so  amended,  shall be
 referred to herein as, and governed by the provisions  herein  applicable to, a
 Shelf Registration Statement.

                  (ii) The Company shall use its reasonable best efforts to keep
the  Shelf  Registration  Statement  continuously  effective,  supplemented  and
amended as required by the Act, in order to permit the  Prospectus  forming part
thereof to be usable by Holders for a period of two years from the Closing  Date
or such  shorter  period  that will  terminate  when all the  Securities  or New
Securities, as applicable, covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (in any such case, such period
being called the "Shelf Registration  Period").  The Company shall be deemed not
to have  used  its  reasonable  best  efforts  to keep  the  Shelf  Registration
Statement  effective  during the requisite  period if it  voluntarily  takes any
action that would result in Holders of Securities covered thereby not being able
to offer and sell such Securities during that period,  unless (A) such action is
required by  applicable  law; or (B) such action is taken by the Company in good
faith and for valid business  reasons (not including  avoidance of the Company's
obligations  hereunder),  including the acquisition or divestiture of assets, so
long as the  Company  promptly  thereafter  complies  with the  requirements  of
Section  4(k)  hereof,  if  applicable.  The Company is  expressly  permitted to
suspend the effectiveness of the Shelf  Registration  Statement in good faith in
connection with the acquisition or divestiture of assets, so long as the Company
promptly  thereafter  complies with the requirements of Section 4(k) hereof,  if
applicable.

                  4.  Additional Registration Procedures. In connection with any
                      ----------------------------------
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a)  The Company shall:

                  (i) furnish to you, not less than five  Business Days prior to
         the filing  thereof with the  Commission,  a copy of any Exchange Offer
         Registration Statement and any Shelf Registration  Statement,  and each
         amendment  thereof and each  amendment  or  supplement,  if any, to the
         Prospectus  included therein  (including all documents  incorporated by
         reference   therein  after  the  initial  filing)  and  shall  use  its
         reasonable best efforts to reflect in each such document, when so filed
         with the Commission, such comments as you reasonably propose;

                                       8

<PAGE>


                  (ii)  include the  information  set forth in Annex A hereto on
         the facing page of the Exchange Offer Registration  Statement, in Annex
         B hereto in the forepart of the Exchange Offer  Registration  Statement
         in a section  setting forth details of the Exchange  Offer,  in Annex C
         hereto  in the  underwriting  or plan of  distribution  section  of the
         Prospectus contained in the Exchange Offer Registration Statement,  and
         in Annex D hereto in the letter of  transmittal  delivered  pursuant to
         the Registered Exchange Offer;

                  (iii)  if  requested  by an  Initial  Purchaser,  include  the
         information  required  by  Item  507  or  508  of  Regulation  S-K,  as
         applicable,   in  the  Prospectus   contained  in  the  Exchange  Offer
         Registration Statement; and

                  (iv) in the case of a Shelf  Registration  Statement,  include
         the names of the Holders  that propose to sell  Securities  pursuant to
         the Shelf Registration Statement as selling security holders.

                  (b)  The Company shall ensure that:

                  (i) any Registration  Statement and any amendment  thereto and
         any  Prospectus  forming part thereof and any  amendment or  supplement
         thereto  complies in all material  respects  with the Act and the rules
         and regulations thereunder;

                  (ii) any Registration Statement and any amendment thereto does
         not,  when it  becomes  effective,  contain  an untrue  statement  of a
         material  fact or omit to state a material  fact  required to be stated
         therein or necessary  to make the  statements  therein not  misleading;
         provided,   however,   that  the  Holders  shall  ensure  that  written
         --------    -------
         information  furnished  to the  Company  by or on behalf of any  Holder
         specifically  for  inclusion  in such  Registration  Statement  and any
         amendment thereto,  shall not contain an untrue statement of a material
         fact or omit to state a material fact required to be stated  therein or
         necessary to make the statements therein not misleading; and

                  (iii)  any  Prospectus   forming  part  of  any   Registration
         Statement, and any amendment or supplement to such Prospectus, does not
         include  an  untrue  statement  of a  material  fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances  under which they were made, not misleading;
         provided,   however,   that  the  Holders  shall  ensure  that  written
         --------    -------
         information  furnished  to the  Company  by or on behalf of any  Holder
         specifically  for  inclusion  in such  Registration  Statement  and any
         amendment thereto,  shall not contain an untrue statement of a material
         fact or omit to state a material fact required to be stated  therein or
         necessary to make the statements therein not misleading.

                  (c) The Company  shall advise you,  the Holders of  Securities
covered by any Shelf Registration  Statement and any Exchanging Dealer under any
Exchange  Offer  Registration  Statement  that has  provided  in  writing to the
Company a  telephone  or  facsimile  number and  address  for  notices,  and, if
requested by you or any such Holder or Exchanging Dealer, shall

                                       9

<PAGE>


confirm such advice in writing  (which  notice  pursuant to clauses (ii) through
(v) hereof  shall be  accompanied  by an  instruction  to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):

                  (i) when a  Registration  Statement and any amendment  thereto
         has been filed with the Commission and when the Registration  Statement
         or any post-effective amendment thereto has become effective;

                  (ii) of any request by the  Commission  for any  amendment  or
         supplement  to the  Registration  Statement  or the  Prospectus  or for
         additional information;

                  (iii) of the  issuance  by the  Commission  of any stop  order
         suspending  the  effectiveness  of the  Registration  Statement  or the
         initiation of any proceedings for that purpose;

                  (iv) of the  receipt by the Company of any  notification  with
         respect  to the  suspension  of  the  qualification  of the  securities
         included  therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

                  (v) of the  happening of any event that requires any change in
         the Registration  Statement or the Prospectus so that, as of such date,
         the  statements  therein are not  misleading and do not omit to state a
         material  fact  required to be stated  therein or necessary to make the
         statements therein (in the case of the Prospectus,  in the light of the
         circumstances under which they were made) not misleading.

                  (d) The  Company  shall use its  reasonable  best  efforts  to
 obtain  the  withdrawal  of  any  order  suspending  the  effectiveness  of any
 Registration  Statement or the qualification of the securities therein for sale
 in any jurisdiction at the earliest possible time.

                  (e) The Company  shall  furnish to each  Holder of  Securities
 covered by any Shelf Registration Statement,  without charge, at least one copy
 of such Shelf Registration Statement and any post-effective  amendment thereto,
 including all material incorporated therein by reference, and, if the Holder so
 requests in writing,  all exhibits thereto (including exhibits  incorporated by
 reference therein).

                  (f) The Company shall,  during the Shelf Registration  Period,
 deliver  to  each  Holder  of  Securities  covered  by any  Shelf  Registration
 Statement,  without  charge,  as many copies of the Prospectus  (including each
 preliminary  Prospectus) included in such Shelf Registration  Statement and any
 amendment or  supplement  thereto as such Holder may  reasonably  request.  The
 Company  consents to the use of the  Prospectus  or any amendment or supplement
 thereto by each of the selling  Holders of Securities  in  connection  with the
 offering and sale of the Securities covered by the Prospectus, or any amendment
 or supplement thereto, included in the Shelf Registration Statement.

                                       10

<PAGE>


                  (g) The Company shall furnish to each Exchanging  Dealer which
so  requests,   without  charge,  at  least  one  copy  of  the  Exchange  Offer
Registration Statement and any post-effective  amendment thereto,  including all
material  incorporated by reference  therein,  and, if the Exchanging  Dealer so
requests in writing,  all exhibits thereto (including  exhibits  incorporated by
reference therein).

                  (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other person  required  to deliver a
Prospectus  during the Exchange Offer  Registration  Period,  without charge, as
many copies of the  Prospectus  included  in such  Exchange  Offer  Registration
Statement  and any  amendment  or  supplement  thereto  as any such  person  may
reasonably  request.  The Company  consents to the use of the  Prospectus or any
amendment or supplement thereto by any Initial Purchaser,  any Exchanging Dealer
and any such other person that may be required to deliver a Prospectus following
the Registered  Exchange  Offer in connection  with the offering and sale of the
New  Securities  covered  by the  Prospectus,  or any  amendment  or  supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i)  Prior  to the  Registered  Exchange  Offer  or any  other
offering of Securities pursuant to any Registration Statement, the Company shall
arrange,  if  necessary,  for the  qualification  of the  Securities  or the New
Securities  for sale under the laws of such  United  States and  European  Union
jurisdictions  as any Holder shall  reasonably  request and will  maintain  such
qualification in effect so long as required; provided that in no event shall the
                                             --------
Company be obligated to qualify to do business in any  jurisdiction  where it is
not then so qualified or to take any action that would  subject it to service of
process in suits in any such jurisdiction where it is not then so subject.

                  (j) The Company shall cooperate with the Holders of Securities
to facilitate the timely  preparation and delivery of certificates  representing
New  Securities or Securities to be issued or sold pursuant to any  Registration
Statement  free  of any  restrictive  legends  and  in  such  denominations  and
registered in such names as Holders may request.

                  (k)  Upon  the  occurrence  of  any  event   contemplated   by
subsections  (c)(ii)  through (v) above,  the Company shall  promptly  prepare a
post-effective   amendment  to  the  applicable  Registration  Statement  or  an
amendment or  supplement to the related  Prospectus  or file any other  required
document  so  that,  as  thereafter  delivered  to  Initial  Purchasers  of  the
securities included therein, the Prospectus will not include an untrue statement
of a material  fact or omit to state any  material  fact  necessary  to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading. In such circumstances,  the period of effectiveness of the
Exchange Offer  Registration  Statement  provided for in Section 2 and the Shelf
Registration  Statement  provided  for in Section 3(b) shall each be extended by
the  number of days  from and  including  the date of the  giving of a notice of
suspension  pursuant to Section 4(c) to and  including the date when the Initial
Purchasers,  the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

                                       11

<PAGE>


                  (l) Not  later  than the  effective  date of any  Registration
Statement,  the Company shall  provide a CUSIP number for the  Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed  certificates  for such  Securities  or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                  (m) The Company  shall  comply with all  applicable  rules and
 regulations  of the  Commission  and  shall  make  generally  available  to its
 security  holders  as soon  as  practicable  after  the  effective  date of the
 applicable   Registration   Statement  an  earnings  statement  satisfying  the
 provisions of Section 11(a) of the Act.

                  (n)  The  Company   shall  cause  the  Indenture  or  the  New
 Securities  Indenture,  as the case may be,  to be  qualified  under  the Trust
 Indenture Act in a timely manner.

                  (o) The Company may require  each Holder of  Securities  to be
 sold pursuant to any Shelf Registration Statement to (i) furnish to the Company
 such  information  regarding the Holder and the distribution of such Securities
 as the Company may from time to time  reasonably  require for inclusion in such
 Registration  Statement and (ii) provide the indemnity  contemplated by Section
 6(b).  The Company  may  exclude  from such Shelf  Registration  Statement  the
 Securities  of any Holder that fails to furnish  such  information  or fails to
 provide the indemnity within a reasonable time after receiving such request.

                  (p) In the  case  of any  Shelf  Registration  Statement,  the
 Company   shall  enter  into  such   agreements   (including  if  requested  an
 underwriting  agreement  in  customary  form)  and take all  other  reasonable,
 appropriate  actions in order to expedite or facilitate the registration or the
 disposition of the Securities,  and in connection therewith, if an underwriting
 agreement is entered into, cause the same to contain indemnification provisions
 and  procedures  no less  favorable  than those set forth in Section 6 (or such
 other  provisions  and  procedures  acceptable to the Majority  Holders and the
 Managing  Underwriters,  if any) with respect to all parties to be  indemnified
 pursuant to Section 6.

                  (q)  In the case of any Shelf Registration Statement, the
Company shall:

                  (i) make reasonably available for inspection by the Holders of
         Securities to be registered thereunder,  any underwriter  participating
         in any disposition  pursuant to such  Registration  Statement,  and any
         attorney, accountant or other agent retained by the Holders or any such
         underwriter  all  relevant  financial  and  other  records,   pertinent
         corporate documents and properties of the Company and its subsidiaries;
         provided,  however,  that any information that is designated in writing
         --------   -------
         by the Company,  in good faith, as confidential at the time of delivery
         of such  information  shall be kept  confidential by the Holders or any
         such underwriter, attorney, accountant or agent, unless such disclosure
         is made in  connection  with a court  proceeding or required by law, or
         such information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality;  and
         provided further that the Company shall
         -------- -------

                                       12

<PAGE>


         be  entitled  to  coordinate  such access to its  financial  and other
         records, corporate  documents  and  properties  in a manner  that  does
         not unreasonably interfere with the business operations of the Company
         or its subsidiaries;

                  (ii) cause the Company's officers,  directors and employees to
         supply all relevant information  reasonably requested by the Holders or
         any such underwriter,  attorney, accountant or agent in connection with
         any  such  Registration  Statement  as is  customary  for  similar  due
         diligence examinations; provided, however, that any information that is
                                 --------  -------
         designated in writing by the Company, in good faith, as confidential at
         the time of delivery of such information  shall be kept confidential by
         the Holders or any such  underwriter,  attorney,  accountant  or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such  information  becomes  available to the public
         generally or through a third party without an  accompanying  obligation
         of  confidentiality;  and provided  further  that the Company  shall be
         entitled  to  respond to such  information  requests  in a  coordinated
         fashion such that such requests do not unreasonably  interfere with the
         business operations of the Company or its subsidiaries;

                  (iii) make such  representations and warranties to the Holders
         of Securities  registered  thereunder and the underwriters,  if any, in
         form,  substance  and  scope  as are  customarily  made by  issuers  to
         underwriters  in primary  underwritten  offerings and covering  matters
         including,  but  not  limited  to,  those  set  forth  in the  Purchase
         Agreement;

                  (iv)  obtain  opinions  of counsel to the  Company and updates
         thereof  (which  counsel and  opinions (in form,  scope and  substance)
         shall be reasonably satisfactory to the Managing Underwriters,  if any)
         addressed to each selling Holder and the underwriters, if any, covering
         such  matters as are  customarily  covered  in  opinions  requested  in
         underwritten  offerings  and such other  matters  as may be  reasonably
         requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent  certified  public  accountants  of the  Company  (and,  if
         necessary,  any other independent  certified public  accountants of any
         subsidiary  of the Company or of any  business  acquired by the Company
         for which financial  statements and financial data are, or are required
         to be,  included  in the  Registration  Statement),  addressed  to each
         selling   Holder   of   Securities   registered   thereunder   and  the
         underwriters,  if any, in customary  form and  covering  matters of the
         type  customarily  covered in "cold comfort" letters in connection with
         primary underwritten offerings; and

                  (vi)  deliver  such  documents  and  certificates  as  may  be
         reasonably   requested  by  the  Majority   Holders  and  the  Managing
         Underwriters,  if any,  including  those to  evidence  compliance  with
         Section  4(k)  and  with  any  customary  conditions  contained  in the
         underwriting agreement or other agreement entered into by the Company.

                                       13

<PAGE>


The actions set forth in clauses (iii),  (iv),  (v) and (vi) of this  subsection
shall be performed at (A) the effectiveness of such  Registration  Statement and
each  post-effective   amendment  thereto;   and  (B)  each  closing  under  any
underwriting or similar agreement as and to the extent required thereunder.

                  (r) If a Registered Exchange Offer is to be consummated,  upon
delivery of the Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the New  Securities,  the Company shall
mark, or cause to be marked, on the Securities so exchanged that such Securities
are being  canceled in exchange  for the New  Securities.  In no event shall the
Securities be marked as paid or otherwise satisfied.

                  (s) The Company  will use its  reasonable  best efforts (i) if
 the Securities have been rated prior to the initial sale of such Securities, to
 confirm such ratings will apply to the Securities or the New Securities, as the
 case may be,  covered by a  Registration  Statement;  or (ii) if the Securities
 were not previously  rated,  to cause the Securities  covered by a Registration
 Statement  to be rated  with at least  one  nationally  recognized  statistical
 rating agency,  if so requested by Majority Holders with respect to the related
 Registration Statement or by any Managing Underwriters.

                  (t) In the event that any  Broker-Dealer  shall underwrite any
 Securities or participate as a member of an  underwriting  syndicate or selling
 group or "assist in the distribution"  (within the meaning of the Rules of Fair
 Practice and the By-Laws of the National  Association  of  Securities  Dealers,
 Inc.) thereof,  whether as a Holder of such Securities or as an underwriter,  a
 placement  or  sales  agent  or a broker  or  dealer  in  respect  thereof,  or
 otherwise, assist such Broker-Dealer in complying with the requirements of such
 Rules and By-Laws, including, without limitation, by:

                  (i) if such  Rules or  By-Laws  shall so  require,  engaging a
         "qualified  independent  underwriter"  (as  defined  in such  Rules) to
         participate  in the  preparation  of  the  Registration  Statement,  to
         exercise usual  standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an  underwritten  offering or is made  through a placement  or sales
         agent, to recommend the yield of such Securities;

                  (ii) indemnifying any such qualified  independent  underwriter
         to the  extent  of the  indemnification  of  underwriters  provided  in
         Section 6 hereof; and

                  (iii) providing such information to such  Broker-Dealer as may
         be  required  in  order  for  such  Broker-Dealer  to  comply  with the
         requirements of such Rules.

                  (u) The Company shall use its reasonable  best efforts to take
 all other steps  necessary to effect the  registration of the Securities or the
 New Securities, as the case may be, covered by a Registration Statement.

                                       14

<PAGE>


                  5.  Registration Expenses. The Company shall bear all expenses
                      ---------------------
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof  and,  in the event of any  Shelf  Registration  Statement,  will
reimburse the Holders for the reasonable fees and  disbursements  of one firm or
counsel  designated by the Majority Holders to act as counsel for the Holders in
connection  therewith,  and,  in the  case of any  Exchange  Offer  Registration
Statement,  will reimburse the Initial  Purchasers  for the reasonable  fees and
disbursements of counsel acting in connection therewith.

                  6.  Indemnification and Contribution. (a) The Company agrees
                      --------------------------------
to indemnify and hold harmless each Holder of Securities or New Securities, as
the case may be, covered by any Registration Statement (including each Initial
Purchaser  and,  with  respect to any  Prospectus  delivery as  contemplated  in
Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such  Holder and each  person who  controls  any such  Holder
within the  meaning of either the Act or the  Exchange  Act  against any and all
losses, claims,  damages or liabilities,  joint or several, to which they or any
of them may become  subject  under the Act, the Exchange Act or other Federal or
state statutory law or regulation,  at common law or otherwise,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based  upon any untrue  statement  or alleged  untrue  statement  of a
material fact contained in the Registration  Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in
any amendment thereof or supplement  thereto,  or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
agrees to reimburse each such indemnified  party, as incurred,  for any legal or
other expenses  reasonably  incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
                                                             --------   -------
that the  Company  will not be  liable in any case to the  extent  that any such
loss, claim,  damage or liability arises out of or is based upon any such untrue
statement  or alleged  untrue  statement  or omission or alleged  omission  made
therein in reliance upon and in conformity with written information furnished to
the  Company  by or on  behalf of any such  Holder  specifically  for  inclusion
therein;  and  provided  further,  however,  that  with  respect  to any  untrue
               --------  -------   -------
statement or omission of a material fact made in a preliminary  Prospectus,  the
indemnity  agreement  contained  in this  Section  6(a)  shall  not inure to the
benefit  of any  person  to the  extent  that any such  loss,  claim,  damage or
liability of such person occurs under the circumstance  where it shall have been
determined  by a court of  competent  jurisdiction  by final  and  nonappealable
judgment that (i) the untrue  statement or omission of a material fact contained
in the  preliminary  Prospectus  was corrected in the final  Prospectus or in an
amendment  or  supplement  thereto,  (ii) the Company had  previously  furnished
copies of the final Prospectus, amendment or supplement to such person and (iii)
such loss,  claim,  damage or liability results from the fact that there was not
sent or given by such person at or prior to the written confirmation of the sale
of such  Securities,  a copy of the final  Prospectus,  amendment or supplement.
This indemnity  agreement will be in addition to any liability which the Company
may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
 in Section 6(d) to Losses of each  underwriter of Securities or New Securities,
 as the case may be, registered

                                       15

<PAGE>


 under a Shelf Registration Statement, their directors,  officers,  employees or
 agents and each person who controls such underwriter on substantially  the same
 basis as that of the  indemnification of the Initial Purchasers and the selling
 Holders  provided in this Section  6(a) and shall,  if requested by any Holder,
 enter into an underwriting agreement reflecting such agreement,  as provided in
 Section 4(p) hereof.

                  (b)  Each  Holder  of  securities  covered  by a  Registration
 Statement (including each Initial Purchaser and, with respect to any Prospectus
 delivery as  contemplated  in Section  4(h)  hereof,  each  Exchanging  Dealer)
 severally  and not jointly  agrees to indemnify  and hold harmless the Company,
 each of its  directors,  each  of its  officers  who  signs  such  Registration
 Statement and each person who controls the Company within the meaning of either
 the Act or the Exchange Act, to the same extent as the foregoing indemnity from
 the Company to each such Holder, but only with reference to written information
 relating to such Holder furnished to the Company by or on behalf of such Holder
 specifically  for  inclusion  in the  documents  referred  to in the  foregoing
 indemnity.  This indemnity agreement will be in addition to any liability which
 any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified  party under this
Section of notice of the  commencement  of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof;  but the  failure  so to  notify  the  indemnifying  party (i) will not
relieve it from  liability  under  paragraph  (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the  indemnifying  party of substantial  rights and defenses;  and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the  indemnification  obligation provided in
paragraph (a) or (b) above. The indemnifying  party shall be entitled to appoint
counsel of the indemnifying  party's choice at the indemnifying  party's expense
to represent the indemnified  party in any action for which  indemnification  is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate  counsel  retained by the  indemnified
party or  parties  except  as set forth  below);  provided,  however,  that such
                                                  --------   -------
counsel   shall  be   reasonably   satisfactory   to  the   indemnified   party.
Notwithstanding  the  indemnifying   party's  election  to  appoint  counsel  to
represent the indemnified  party in an action,  the indemnified party shall have
the  right  to  employ  separate  counsel  (including  local  counsel),  and the
indemnifying  party shall bear the reasonable  fees,  costs and expenses of such
separate counsel if (i) the use of counsel chosen by the  indemnifying  party to
represent  the  indemnified  party would present such counsel with a conflict of
interest;  (ii) the actual or potential  defendants  in, or targets of, any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party  shall  have  reasonably  concluded  that  there may be legal
defenses  available to it and/or other  indemnified  parties which are different
from or  additional  to those  available to the  indemnifying  party;  (iii) the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
the  indemnified  party to represent the  indemnified  party within a reasonable
time after notice of the  institution of such action;  or (iv) the  indemnifying
party shall  authorize the indemnified  party to employ separate  counsel at the
expense of the indemnifying party. An indemnifying party will not,

                                       16

<PAGE>


 without  the  prior  written  consent  of the  indemnified  parties,  settle or
 compromise  or consent to the entry of any judgment with respect to any pending
 or  threatened  claim,   action,   suit  or  proceeding  in  respect  of  which
 indemnification  or contribution  may be sought  hereunder  (whether or not the
 indemnified  parties are actual or  potential  parties to such claim or action)
 unless such settlement, compromise or consent includes an unconditional release
 of each indemnified party from all liability arising out of such claim, action,
 suit or proceeding.  The  indemnifying  party shall not, in connection with any
 one action or separate but substantially similar or related actions in the same
 jurisdiction  arising out of the same general allegations or circumstances,  be
 liable for fees and  expenses of more than one  separate  law firm of attorneys
 (in  addition to any local  counsel) for all  indemnified  parties and all such
 fees  and  expenses  shall  be  reimbursed  as  incurred.  Such  firm  shall be
 designated by Salomon Smith Barney Inc. in the case of the parties  indemnified
 pursuant to Section 6(a) and by the Company in the case of parties  indemnified
 pursuant to Section  6(b).  Each  indemnified  party  shall use all  reasonable
 efforts to  cooperate  with the  indemnifying  party in the defense of any such
 action or claim.

                  (d) In the event that the indemnity  provided in paragraph (a)
or (b) of this Section is  unavailable  to or  insufficient  to hold harmless an
indemnified party for any reason, then each applicable  indemnifying party shall
have a joint and several  obligation  to  contribute  to the  aggregate  losses,
claims,  damages and liabilities  (including legal or other expenses  reasonably
incurred in  connection  with  investigating  or defending  same)  (collectively
"Losses") to which such  indemnified  party may be subject in such proportion as
is appropriate to reflect the relative  benefits  received by such  indemnifying
party, on the one hand, and such indemnified  party, on the other hand, from the
Initial Placement and the Registration  Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
--------  -------
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the  purchase  discount  or  commission  applicable  to such
Security, or in the case of a New Security,  applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting  discount or commission  applicable to the securities purchased
by such  underwriter  under the  Registration  Statement  which resulted in such
Losses.  If the allocation  provided by the  immediately  preceding  sentence is
unavailable for any reason,  the  indemnifying  party and the indemnified  party
shall  contribute in such  proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified  party, on the other hand, in connection with the
statements  or  omissions  which  resulted  in such  Losses as well as any other
relevant  equitable  considerations.  Benefits  received by the Company shall be
deemed to be equal to the total net proceeds from the Initial  Placement (before
deducting  expenses)  as set  forth on the cover  page of the Final  Memorandum.
Benefits  received by the Initial  Purchasers shall be deemed to be equal to the
total purchase  discounts and  commissions as set forth on the cover page of the
Final Memorandum,  and benefits received by any other Holders shall be deemed to
be equal to the value of receiving Securities or New Securities,  as applicable,
registered under the Act or selling Securities or New Securities, as applicable,
under a Shelf Registration Statement. Benefits received by any underwriter shall
be deemed to be equal to the total  underwriting  discounts and commissions,  as
set forth on the cover page of the Prospectus

                                       17

<PAGE>


 forming a part of the  Registration  Statement  which  resulted in such Losses.
 Relative fault shall be determined by reference to, among other things, whether
 any alleged untrue statement or omission relates to information provided by the
 indemnifying  party, on the one hand, or by the indemnified party, on the other
 hand,  the  intent of the  parties  and  their  relative  knowledge,  access to
 information  and  opportunity  to correct or prevent  such untrue  statement or
 omission.  The  parties  agree  that it  would  not be just  and  equitable  if
 contribution  were determined by pro rata allocation  (even if the Holders were
 treated as one entity for such purpose) or any other method of allocation which
 does not take  account  of the  equitable  considerations  referred  to  above.
 Notwithstanding  the  provisions  of this  paragraph  (d), no person  guilty of
 fraudulent  misrepresentation  (within the meaning of Section 11(f) of the Act)
 shall be  entitled to  contribution  from any person who was not guilty of such
 fraudulent  misrepresentation.  For purposes of this  Section,  each person who
 controls a Holder  within the meaning of either the Act or the Exchange Act and
 each director,  officer,  employee and agent of such Holder shall have the same
 rights to contribution as such Holder, and each person who controls the Company
 within the meaning of either the Act or the Exchange  Act,  each officer of the
 Company who shall have signed the  Registration  Statement and each director of
 the Company shall have the same rights to contribution as the Company,  subject
 in each case to the applicable terms and conditions of this paragraph (d).

                  (e) The  provisions  of this Section will remain in full force
 and effect,  regardless of any investigation made by or on behalf of any Holder
 or the  Company  or  any  of the  directors,  officers,  employees,  agents  or
 controlling  persons  referred to in this Section hereof,  and will survive the
 sale by a Holder of securities covered by a Registration Statement.

                  7.  Underwritten Registrations.  (a)  If any of the Securities
                      --------------------------
or New  Securities,  as the  case  may be,  covered  by any  Shelf  Registration
Statement are to be sold in an underwritten  offering, the Managing Underwriters
shall be selected by the Majority Holders, provided, however, that such Managing
                                           --------  -------
Underwriters must be reasonably satisfactory to the Company.

                  (b) No person may  participate  in any  underwritten  offering
 pursuant to any Shelf Registration Statement,  unless such person (i) agrees to
 sell such  person's  Securities or New  Securities,  as the case may be, on the
 basis  reasonably  provided in any  underwriting  arrangements  approved by the
 persons  entitled  hereunder to approve such  arrangements;  (ii) completes and
 executes  all  questionnaires,  powers of attorney,  indemnities,  underwriting
 agreements  and other  documents  reasonably  required  under the terms of such
 underwriting arrangements; and (iii) agrees to be bound by Section 6(b) hereof.

                  8.  No Inconsistent Agreements. The Company has not, as of the
                      --------------------------
 date hereof,  entered  into,  nor shall it, on or after the date hereof,  enter
 into, any agreement with respect to its securities  that is  inconsistent  with
 the rights  granted  to the  Holders  herein or  otherwise  conflicts  with the
 provisions hereof.

                  9.  Amendments and Waivers.  The provisions of this Agreement,
                      ----------------------
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and

                                       18

<PAGE>


waivers or consents to departures from the provisions  hereof may not be given,
unless the Company has obtained the written consent of the Holders of at least a
majority of the then outstanding  aggregate  principal amount of Securities (or,
after the  consummation  of any  Registered  Exchange  Offer in accordance  with
Section 2 hereof, of New Securities);  provided that, with respect to any matter
                                       --------
that  directly  or  indirectly  affects  the  rights  of any  Initial  Purchaser
hereunder,  the Company  shall  obtain the written  consent of each such Initial
Purchaser  against which such amendment,  qualification,  supplement,  waiver or
consent is to be effective.  Notwithstanding the foregoing (except the foregoing
proviso),  a waiver or consent to  departure  from the  provisions  hereof  with
respect to a matter  that  relates  exclusively  to the rights of Holders  whose
Securities or New  Securities,  as the case may be, are being sold pursuant to a
Registration  Statement  and that does not  directly  or  indirectly  affect the
rights of other Holders may be given by the Majority Holders,  determined on the
basis of  Securities  or New  Securities,  as the case may be, being sold rather
than registered under such Registration Statement.

                  10. Notices. All notices and other communications provided for
                      -------
or permitted  hereunder shall be made in writing by  hand-delivery,  first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder,  at the most current address given by such
Holder to the Company in accordance  with the provisions of this Section,  which
address  initially  is, with respect to each Holder,  the address of such Holder
maintained by the Registrar  under the Indenture,  with a copy in like manner to
Salomon Smith Barney Inc.

                  (b) if to you, initially at the respective addresses set forth
in the Purchase Agreement; and

                  (c) if to the Company, initially at its address set forth in
the Purchase Agreement

                  All such  notices and  communications  shall be deemed to have
been duly given when received.

                  The Initial  Purchasers  or the Company by notice to the other
 parties may designate  additional or different addresses for subsequent notices
 or communications.

                  11. Successors.  This Agreement shall inure to the benefit of
                      ----------
and be  binding  upon  the  successors  and  assigns  of  each  of the  parties,
including,  without  the need for an express  assignment  or any  consent by the
Company thereto,  subsequent  Holders of Securities and the New Securities.  The
Company  hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities,  and any such Holder who receives and accepts
any benefits of this Agreement and who is thereafter bound by the obligations of
this Agreement may  specifically  enforce the provisions of this Agreement as if
an original party hereto. Notwithstanding the foregoing, nothing herein shall be
deemed to permit any assignment,  transfer or other disposition of Securities or
New  Securities  in  violation  of the terms of the  Purchase  Agreement  or the
Indenture. Each Holder who receives and accepts any benefits of

                                       19

<PAGE>


 this Agreement will be deemed to agree to be bound by and comply with the terms
 and provisions of this Agreement.

                  12. Counterparts.  This Agreement may be in signed counter-
                      ------------
parts,  each of  which  shall  an  original  and  all of  which  together  shall
constitute one and the same agreement.

                  13. Headings.  The headings used herein are for convenience
                      --------
only and shall not affect the construction hereof.

                  14. Applicable Law.  This Agreement shall be governed by and
                      --------------
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15. Severability.  In the  event  that any one of more of the
                      ------------
 provisions  contained herein, or the application  thereof in any circumstances,
 is held invalid,  illegal or unenforceable  in any respect for any reason,  the
 validity,  legality  and  enforceability  of any such  provision in every other
 respect and of the remaining provisions hereof shall not be in any way impaired
 or affected thereby, it being intended that all of the rights and privileges of
 the parties shall be enforceable to the fullest extent permitted by law.

                  16. Securities Held by the Company,  etc. Whenever the consent
                      ------------------------------------
or  approval  of  Holders  of a  specified  percentage  of  principal  amount of
Securities  or  New  Securities  is  required   hereunder,   Securities  or  New
Securities,  as  applicable,  held by the  Company  or its  Affiliates  shall be
disregarded and deemed not to be outstanding in determining whether such consent
or approval was given by the Holders of such required percentage.


                                       20

<PAGE>


                  If the foregoing is in accordance with your  understanding  of
our  agreement,  please  sign and return to us the  enclosed  duplicate  hereof,
whereupon this letter and your acceptance  shall  represent a binding  agreement
among the Company and the several Initial Purchasers.

                                      Very truly yours,
                                      Levi Strauss & Co.

                                      by
                                         --------------------------
                                         Name:
                                         Title:






                                       21

<PAGE>


The  foregoing  Agreement is hereby
confirmed and accepted as of the
date first above written.

Salomon Smith Barney Inc.
Banc of America Securities LLC
Scotia Capital (USA) Inc.
Chase Securities Inc.
Banc One Capital Markets, Inc

By: Salomon Smith Barney Inc.



by
      -----------------------
      Name:
      Title:

For themselves and the other several Initial
Purchasers named in Schedule I to
the Purchase Agreement.






                                       22

<PAGE>


ANNEX A

Each  Broker-Dealer that receives New Securities for its own account pursuant to
the  Exchange  Offer  must  acknowledge  that it will  deliver a  prospectus  in
connection  with any resale of such New  Securities.  The Letter of  Transmittal
states that by so acknowledging and by delivering a prospectus,  a Broker-Dealer
will not be deemed to admit that it is an  "underwriter"  within the  meaning of
the Securities Act. This Prospectus,  as it may be amended or supplemented  from
time to time, may be used by a  Broker-Dealer  in connection with resales of New
Securities  received in  exchange  for  Securities  where such  Securities  were
acquired by such Broker-Dealer as a result of market-making  activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as  defined  herein)  and  ending on the close of  business  180 days after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution".









                                       23

<PAGE>


ANNEX B

Each  Broker-Dealer that receives New Securities for its own account in exchange
for Securities,  where such Securities were acquired by such  Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will  deliver a  prospectus  in  connection  with any resale of such New
Securities. See "Plan of Distribution".









                                       24

<PAGE>


ANNEX C



                              PLAN OF DISTRIBUTION

                  Each  Broker-Dealer  that receives New  Securities for its own
account  pursuant to the Exchange Offer must  acknowledge that it will deliver a
prospectus  in  connection  with  any  resale  of  such  New  Securities.   This
Prospectus,  as it may be amended or supplemented from time to time, may be used
by a  Broker-Dealer  in connection  with resales of New  Securities  received in
exchange  for  Securities  where such  Securities  were  acquired as a result of
market-making  activities  or other trading  activities.  The Company has agreed
that,  starting on the  Expiration  Date and ending on the close of business 180
days after the  Expiration  Date,  it will make this  Prospectus,  as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________,  2001, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
 Securities by  brokers-dealers.  New Securities  received by Broker-Dealers for
 their own account  pursuant to the Exchange Offer may be sold from time to time
 in one or more  transactions  in the  over-the-counter  market,  in  negotiated
 transactions,  through  the  writing  of  options  on the New  Securities  or a
 combination of such methods of resale,  at market prices prevailing at the time
 of resale,  at prices  related to such  prevailing  market prices or negotiated
 prices.  Any such resale may be made  directly to  purchasers  or to or through
 brokers or dealers who may receive  compensation  in the form of commissions or
 concessions from any such  Broker-Dealer  and/or the purchasers of any such New
 Securities. Any Broker-Dealer that resells New Securities that were received by
 it for its own account  pursuant to the Exchange Offer and any broker or dealer
 that  participates in a distribution of such New Securities may be deemed to be
 an  "underwriter"  within  the  meaning  of the  Securities  Act and any profit
 resulting  from  any such  resale  of New  Securities  and any  commissions  or
 concessions  received  by any such  persons  may be deemed  to be  underwriting
 compensation under the Securities Act. The Letter of Transmittal states that by
 acknowledging  that  it  will  deliver  and  by  delivering  a  prospectus,   a
 Broker-Dealer  will not be deemed to admit that it is an  "underwriter"  within
 the meaning of the Securities Act.

                  For a period  of 180  days  after  the  Expiration  Date,  the
 Company  will  promptly  send  additional  copies  of this  Prospectus  and any
 amendment or supplement to this Prospectus to any  Broker-Dealer  that requests
 such documents in the Letter of Transmittal.  The Company has agreed to pay all
 expenses  incident to the Exchange Offer (including the expenses of one counsel
 for the Holders of the Securities) other than commissions or concessions of any
 brokers or dealers and will indemnify the holders of the Securities  (including
 any Broker-Dealers)  against certain liabilities,  including  liabilities under
 the Securities Act.

                                       25

<PAGE>


ANNEX D

Rider A
-------

         [ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
                  RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
                  COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:    ___________________________________________
                  Address: ___________________________________________
                           ___________________________________________



Rider B
-------

If the undersigned is not a  Broker-Dealer,  the undersigned  represents that it
acquired the New  Securities in the ordinary  course of its business,  it is not
engaged in, and does not intend to engage in, a  distribution  of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities.  If the undersigned is a Broker-Dealer  that
will receive New Securities for its own account in exchange for  Securities,  it
represents  that the Securities to be exchanged for New Securities were acquired
by it as a result of  market-making  activities or other trading  activities and
acknowledges  that it will deliver a prospectus in connection with any resale of
such  New  Securities;   however,  by  so  acknowledging  and  by  delivering  a
prospectus,  the  undersigned  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act.









                                       26