LEVI STRAUSS & CO.

                                 THIRD AMENDMENT
              TO AMENDED AND RESTATED 1999 180 DAY CREDIT AGREEMENT


                  This THIRD  AMENDMENT  TO AMENDED  AND  RESTATED  1999 180 DAY
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
Administrative  Agent for Banks  ("ADMINISTRATIVE  AGENT"); and Bank of America,
N.A.  as  Collateral  Agent for  Banks  ("COLLATERAL  AGENT"),  and is made with
reference to that certain  Amended and  Restated  1999 180 Day Credit  Agreement
dated as of January  31,  2000,  as amended by First  Amendment  to Amended  and
Restated 1999 180 Day Credit  Agreement and Limited  Waiver dated as of July 31,
2000 and Second  Amendment to Amended and Restated 1999 180 Day 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
Co-Documentation Agents; Administrative 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 2.6(a) of the Credit Agreement is hereby
amended by adding the following as the penultimate sentence thereof:

                           "Company  may,  if so  specified  in  the  applicable
         notice  of  Commitment   reduction,   request  that  any  reduction  of
         Commitments  pursuant  to this  Section  2.6 be  applied  to reduce the
         Commitment  reductions  under Section  2.8(b) in forward  chronological
         order;  PROVIDED  that  (A) the  amount  of such  voluntary  Commitment
         reduction 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 1997 Second Amended and Restated 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,


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         and (C) 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; 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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                  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 Administrative 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  Administrative  Agent of written or telephonic
notification of such execution and authorization of delivery thereof.


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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:_________________________________________________
                            Title:______________________________________________



                            BANK OF AMERICA, N.A., as a Bank


                            By:_________________________________________________
                            Title:______________________________________________



                            THE BANK OF NOVA SCOTIA, as a Co-Documentation Agent
                            and as a Bank


                            By:_________________________________________________
                            Title:______________________________________________



                            CITICORP U.S.A. INCORPORATED,  as a Co-Documentation
                            Agent and as a Bank


                            By:_________________________________________________
                            Title:______________________________________________



                            MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
                            Co-Documentation Agent and as a Bank


                            By:_________________________________________________
                            Title:______________________________________________


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<PAGE>


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


                            By:_________________________________________________
                            Title:______________________________________________


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


                            By:_________________________________________________
                            Title:______________________________________________


ACKNOWLEDGED:


BATTERY STREET ENTERPRISES, INC.

By:___________________________________________________
Title:________________________________________________

LEVI STRAUSS FINANCIAL CENTER
CORPORATION

By:___________________________________________________
Title:________________________________________________

LEVI STRAUSS FUNDING, LLC

By:___________________________________________________
Title:________________________________________________

LEVI STRAUSS GLOBAL FULFILLMENT
SERVICES, INC.

By:___________________________________________________
Title:________________________________________________

LEVI STRAUSS GLOBAL OPERATIONS, INC.

By:___________________________________________________
Title:________________________________________________


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LEVI STRAUSS INTERNATIONAL

By:___________________________________________________
Title:________________________________________________

LEVI STRAUSS LATIN AMERICA, INC.

By:___________________________________________________
Title:________________________________________________

LEVI'S ONLY STORES, INC.

By:___________________________________________________
Title:________________________________________________

NF INDUSTRIES, INC.

By:___________________________________________________
Title:________________________________________________


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