LEVI STRAUSS & CO.

                                 THIRD AMENDMENT
              TO 1997 SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                  This THIRD  AMENDMENT  TO 1997  SECOND  AMENDED  AND  RESTATED
CREDIT AGREEMENT (this  "AMENDMENT") is dated as of October 13, 2000 and entered
into by and among Levi Strauss & Co., a Delaware  corporation  ("Company");  the
financial  institutions party hereto ("BANKS");  Bank of America,  N.A. as Agent
for Banks  ("Agent");  and Bank of America,  N.A. as Collateral  Agent for Banks
("COLLATERAL  AGENT"),  and is made with  reference  to that certain 1997 Second
Amended and Restated  Credit  Agreement dated as of January 31, 2000, as amended
by First  Amendment to 1997 Second  Amended and Restated  Credit  Agreement  and
Limited  Waiver  dated as of July 31, 2000 and Second  Amendment  to 1997 Second
Amended and Restated  Credit  Agreement and Limited Waiver dated as of September
29, 2000 (the "CREDIT  AGREEMENT"),  by and among  Company;  Banks;  the several
financial  institutions  party thereto as Senior  Managing  Agents;  the several
financial  institutions  party thereto as Managing Agents; the several financial
institutions   party  thereto  as  Co-Agents;   Agent;  and  Collateral   Agent.
Capitalized  terms used herein without  definition  shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS,   Company  and  Banks  desire  to  amend  the  Credit
Agreement as set forth below.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
agreements,  provisions and covenants herein contained, the parties hereto agree
as follows:

                  SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT

                  1.1 AMENDMENT TO ARTICLE II: THE CREDITS

                  A. Section 2.8(a) of the Credit Agreement is hereby amended by
adding the following as the final sentence thereof:

                  "Company  may, if so  specified  in the  applicable  notice of
prepayment, request that any prepayment of Loans pursuant to this Section 2.8 be
applied to reduce the principal  amounts  payable and  corresponding  Commitment
reductions under Section 2.10 in forward  chronological order; PROVIDED that (A)
the  amount  of  such  voluntary  prepayment  is  equal  to the  Three  Facility
Commitment  Reduction  Fraction TIMES the aggregate  amount of  prepayments  and
commitment  reductions  made  pursuant to  subclauses  (A),  (B) and (C) of this
paragraph,  (B) Company  simultaneously  makes a voluntary  prepayment  of loans
outstanding  under the Amended and Restated 1997 364 Day Credit  Agreement in an
amount equal to the Three  Facility  Commitment  Reduction  Fraction (as defined
therein)  TIMES the aggregate  amount of prepayments  and commitment  reductions
made pursuant to subclauses (A), (B) and (C) of this paragraph,  and

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<PAGE>


(C) Company  simultaneously  makes a voluntary  commitment  reduction  under the
Amended and  Restated  1999 180 Day Credit  Agreement  in an amount equal to the
Three  Facility  Commitment  Reduction  Fraction (as defined  therein) TIMES the
aggregate  amount of  prepayments  and  commitment  reductions  made pursuant to
subclauses  (A),  (B) and (C) of  this  paragraph;  PROVIDED  FURTHER  that  the
prepayments and commitment  reductions set forth in subclauses (B) and (C) above
are applied to reduce  scheduled  principal  payments and commitment  reductions
under the applicable credit agreements in forward chronological order."

                  SECTION 2. COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce Banks to enter into this  Amendment  and to
amend the Credit Agreement in the manner provided herein, Company represents and
warrants  to each Bank that the  following  statements  are  true,  correct  and
complete:

                  A. CORPORATE  POWER AND  AUTHORITY.  Company has all requisite
corporate  power and authority to enter into this Amendment and to carry out the
transactions  contemplated  by, and perform its  obligations  under,  the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

                  B. AUTHORIZATION OF AGREEMENTS.  The execution and delivery of
this  Amendment  and the  performance  of the Amended  Agreement  have been duly
authorized by all necessary corporate action on the part of Company.

                  C. NO CONFLICT.  The execution and delivery by Company of this
Amendment  and the  performance  by Company of the Amended  Agreement do not and
will not (i) violate any of its Organization Documents or any order, judgment or
decree of any court or other  Governmental  Authority  binding on Company,  (ii)
conflict with, result in a breach of, constitute a default under, or require the
termination  of,  any  Contractual  Obligation  of  Company,  except  where such
conflicts, breaches, defaults and terminations, in the aggregate, would not have
a Material Adverse Effect, (iii) result in or require the creation or imposition
of any Lien of any nature  whatsoever  upon any of the  properties  or assets of
Company  (other than pursuant to the  Collateral  Documents) or (iv) require any
approval of  stockholders  or any  approval  or consent of any Person  under any
Contractual  Obligation  of Company  except  where the  failure  to obtain  such
approvals  and consents  would not, in the  aggregate,  have a Material  Adverse
Effect.

                  D.  GOVERNMENTAL  CONSENTS.  The  execution  and  delivery  by
Company  of this  Amendment  and  the  performance  by  Company  of the  Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any Governmental Authority.

                  E.  BINDING   OBLIGATION.   This  Amendment  and  the  Amended
Agreement  have been duly  executed and delivered by Company and are the legally
valid and  binding  obligations  of  Company,  enforceable  against  Company  in
accordance with their respective terms,  except as enforcement may be limited by
bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating to
or limiting  creditors' rights generally or by equitable  principles relating to
enforceability,  whether  enforcement  is  sought in a  proceeding  at law or in
equity.

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<PAGE>


                  SECTION 3. MISCELLANEOUS

                  A.  REFERENCE  TO AND EFFECT ON THE CREDIT  AGREEMENT  AND THE
OTHER LOAN DOCUMENTS.

                  (i) On and after the date hereof, each reference in the Credit
         Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
         of like import referring to the Credit Agreement, and each reference in
         the other  Loan  Documents  to the  "Credit  Agreement",  "thereunder",
         "thereof"  or words of like import  referring  to the Credit  Agreement
         shall mean and be a reference to the Amended Agreement.

                  (ii) Except as  specifically  amended by this  Amendment,  the
         Credit  Agreement  and the other Loan  Documents  shall  remain in full
         force and effect and are hereby ratified and confirmed.

                  (iii)  The  execution,   delivery  and   performance  of  this
         Amendment shall not, except as expressly provided herein,  constitute a
         waiver of any provision of, or operate as a waiver of any right,  power
         or remedy of Agent,  Collateral  Agent or any Bank  under,  the  Credit
         Agreement or any of the other Loan Documents.

                  B.  GOVERNING  LAW. THIS  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE  OF NEW YORK
(INCLUDING  SECTION  5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

                  C. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but all such  counterparts  together shall constitute but one and the
same  instrument;  signature  pages  may  be  detached  from  multiple  separate
counterparts  and attached to a single  counterpart so that all signature  pages
are  physically  attached to the same  document.  This  Amendment  shall  become
effective  upon the  execution of a  counterpart  hereof by Company and Majority
Banks and receipt by Company and Agent of written or telephonic  notification of
such execution and authorization of delivery thereof.


                  [Remainder of page intentionally left blank]


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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first written above.



                                    LEVI STRAUSS & CO.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    ABN AMRO BANK N.V.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    AIMCO CDO SERIES 2000-A


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    ARCHIMEDES FUNDING III LTD.


                                    By:___________________________
                                    Name:
                                    Title:



                                    ARCHIMEDES FUNDING LLC


                                    By:___________________________
                                    Name:
                                    Title:



                                    BANCA COMMERCIALE ITALIANA LOS ANGELES
                                    FOREIGN BRANCH


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BANCA MONTE DEI PASCHI DI SIENA SPA


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BANK OF AMERICA, N.A.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    THE BANK OF NOVA SCOTIA


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BANK ONE, N.A.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BANKERS TRUST COMPANY


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BNP PARIBAS


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    CAPTIVA III FINANCE LTD.


                                    By:____________________________
                                    Name:
                                    Title:



                                    CAPTIVA IV FINANCE LTD.


                                    By:_____________________________
                                    Name:
                                    Title:



                                    CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE
                                    LOMBARDE SPA


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    CIBC INC.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    CITICORP U.S.A. INCORPORATED


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    COMMERZBANK AG
                                    NEW YORK AND GRAND CAYMAN BRANCHES


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    CYPRESS MANAGEMENT PARTNERSHIP


                                    By:_____________________________
                                    Name:
                                    Title:



                                    DEUTSCHE BANK AKTIENGESELLSCHAFT,
                                    NEW YORK BRANCH AND/OR CAYMAN ISLANDS
                                    BRANCH


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    FERNWOOD ASSOCIATES L.P.


                                    By:____________________________
                                    Name:
                                    Title:



                                    FIRST HAWAIIAN BANK


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    FLEET NATIONAL BANK (f/k/a BANKBOSTON, N.A.)


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    FRANKLIN FLOATING RATE TRUST


                                    By:____________________________
                                    Name:
                                    Title:



                                    GALAXY CLO 1999-1, LTD.


                                    By:____________________________
                                    Name:
                                    Title:



                                    GOLDMAN SACHS & COMPANY


                                    By:___________________________
                                    Name:
                                    Title:



                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    INDOSUEZ CAPITAL FUNDING III LIMITED,
                                        BY INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR


                                    By:_____________________________
                                    Name:
                                    Title:



                                    INDOSUEZ CAPITAL FUNDING IV L.P.,
                                        BY INDOSUEZ CAPITAL AS PORTFOLIO ADVISOR


                                    By:_____________________________
                                    Name:
                                    Title:



                                    INDOSUEZ CAPITAL FUNDING VI LIMITED


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    KZH SOLEIL LLC


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    MELLON BANK, N.A.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    NEMEAN CLO, LTD.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    COOPERATIEVE CENTRALE RAIFFEISEN-
                                    BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
                                    NEW YORK BRANCH


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    SALOMON BROTHERS HOLDING COMPANY INC.


                                    By:______________________________
                                    Name:
                                    Title:



                                    THE SANWA BANK, LIMITED


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    SOCIETE GENERALE NEW YORK BRANCH


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    THE SUMITOMO BANK, LIMITED


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    THE TOKAI BANK LIMITED


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    UBS AG, STAMFORD BRANCH


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    UNICREDITO ITALIANO S.P.A.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    WACHOVIA BANK N.A.


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BANK OF AMERICA, N.A., as Agent


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



                                    BANK OF AMERICA, N.A., as Collateral Agent


                                    By:
                                       -----------------------------------------
                                    Name:
                                    Title:



ACKNOWLEDGED:


BATTERY STREET ENTERPRISES, INC.

By:
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Title:
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LEVI STRAUSS FINANCIAL CENTER
CORPORATION

By:
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Title:
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LEVI STRAUSS FUNDING, LLC

By:
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Title:
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LEVI STRAUSS GLOBAL FULFILLMENT
SERVICES, INC.

By:
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Title:
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LEVI STRAUSS GLOBAL OPERATIONS, INC.

By:
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Title:
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LEVI STRAUSS INTERNATIONAL

By:
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Title:
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LEVI STRAUSS LATIN AMERICA, INC.

By:
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Title:
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LEVI'S ONLY STORES, INC.

By:
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Title:
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NF INDUSTRIES, INC.

By:
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Title:
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