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                                                                   Exhibit 10.70

                                SECOND AMENDMENT

                           EMPLOYEE INVESTMENT PLAN OF
                               LEVI STRAUSS & CO.
                                 ______________

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

         WHEREAS, pursuant to Section 18.1 of the EIP, the Board of Directors of
the Company is authorized to amend the EIP at any time and for any reason; and

         WHEREAS, the Company desires to amend the EIP effective as of January
1, 2002 to correct certain scrivener's errors relating to the direct rollover
provisions implemented under the Economic Growth and Tax Relief Reconciliation
Act of 2001 ("EGTRRA"); and

         WHEREAS, the Company desires to amend the EIP, effective as of January
1, 2002, by adopting the final regulations issued under Section 401(a)(9) of the
Internal Revenue Code relating to minimum required distributions; and

         WHEREAS, the Company desires to amend the EIP, effective as of
September 9, 2002, to change the method for applying loan repayments to
participants' accounts; and

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

         WHEREAS, on June 22, 2000, Philip A. Marineau delegated to any Senior
Vice President, Human Resources, including Fred D. Paulenich, Senior Vice
President of Worldwide Human Resources, the authority to take certain actions
with respect to the EIP and such delegation has not been amended, rescinded or
superseded as of the date hereof; and

         WHEREAS, the amendment herein is within the delegated authority of Fred
D. Paulenich; and

         NOW THEREFORE, effective as of the dates specified herein, the EIP is
hereby amended as follows:

1.       Effective as of September 9, 2002, the last full paragraph of Section
         10.3 of the EIP is hereby amended to read as follows:

                  "If the Investment Committee determines that it is not
         feasible for the Trustee to prudently liquidate the necessary amount
         invested in any Fund in accordance with Members' loan requests, the
         Investment Committee will so advise the Administrative Committee. The
         Administrative Committee will direct that such steps be taken as it
         considers necessary or desirable for the protection of Members'
         Accounts, including the reordering of liquidation priorities or a pro
         rata reduction in the amount of each Member's loan. The promissory note
         executed by the Member will be reflected in reporting the

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         balance of the Member's Account or Accounts that funded the loan.
         Principal and interest payments will be credited to the Member's
         Account or Accounts in proportion to the extent that such Account or
         Accounts funded the loan. Further, such principal and interest payments
         shall be invested in the Funds in proportion to the Member's investment
         directions as in effect at the time the principal and interest payments
         are credited to such Member's Account or Accounts."

2.       Effective as of January 1, 2002, paragraph (d) of Section 11.4 of the
         EIP is hereby amended in its entirety to read as follows:

                           "(d) Direct Transfer. Effective January 1, 1993, a
                                ---------------
         Member (or eligible Beneficiary) may elect to have the Member's Plan
         Benefit, including his or her Post-Tax Account effective for
         distributions on or after January 1, 2002 (subject to the limitations
         specified below), paid by a direct transfer to any of the following
         eligible retirement plans:

                                (i)   A qualified trust forming part of another
                  employer's plan qualified under section 401(a) of the Code,
                  which is exempt from tax under section 501(a) of the Code;

                                (ii)  An individual retirement account described
                  in section 408(a) of the Code;

                                (iii) An individual retirement annuity described
                  in section 408(b) of the Code (other than an endowment
                  contract);

                                (iv)  A qualified annuity plan described in
                  section 403(a) of the Code;

                                (v)   With respect to distributions on or after
                  January 1, 2002, an annuity contract described in section
                  403(b) of the Code; or

                                (vi)  With respect to distributions on or after
                  January 1, 2002, an eligible plan under section 457 of the
                  Code which is maintained by a State, a political subdivision
                  of a State, or any agency or instrumentality of a State or
                  political subdivision of a State and which agrees to
                  separately account for amounts transferred into such plan from
                  this Plan,

         provided that such Plan Benefit otherwise qualifies for transfer under
         the Code, that such eligible retirement plan accepts direct transfer
         contributions from the Plan, and in the case of an eligible rollover
         distribution to the Member's Surviving Spouse, subparagraphs (i), (iv),
         (v), and (vi) shall not apply. Notwithstanding the foregoing sentence,
         with respect to distributions on or after January 1, 2002, in the case
         of an eligible rollover distribution to the Member's Surviving Spouse
         after the Member's death, subparagraphs (i) through (vi) shall apply.
         In the case of a direct transfer of a Member's Post-Tax Account: (1)
         subparagraphs (v) and (vi), above, shall not apply, and (2) an eligible
         retirement plan described in subparagraphs (i) and (iv), above, must
         agree to separately account for amounts so transferred, including
         separately accounting for the portion of such

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         distribution which is includible in gross income and the portion of
         such distribution which is not so includible.

                  The Administrative Committee will provide each Member with
         notice of the direct transfer option as required by section 402(f) of
         the Code (the "Section 402(f) Notice") at least ninety (90) days and
         not less than thirty (30) days before the Annuity Starting Date. The
         Member will have at least thirty (30) days after the 402(f) Notice is
         provided to elect to have his or her Plan Benefit paid in the form of a
         direct transfer. Notwithstanding the foregoing, the Member may elect to
         waive the thirty (30)-day election period by affirmatively electing,
         before the expiration of such thirty (30)-day period, to have his or
         her Plan Benefit paid in the form of a direct transfer. If the Member
         makes such election, no other Plan Benefit will be payable from the
         Plan to the Member and his or her Beneficiary."

3.       Effective for minimum required distributions for calendar years
         beginning on or after January 1, 2002, the last full paragraph of
         Section 11.6 of the EIP is hereby amended to read as follows:

                  "Notwithstanding any provision of the Plan to the contrary,
         with respect to distributions under the Plan made for the calendar year
         beginning on January 1, 2001, the Plan will apply the minimum
         distribution requirements of Section 401(a)(9) of the Code in
         accordance with the Regulations under Section 401(a)(9) that were
         proposed on January 17, 2001; provided, however, that with respect to
         distributions under the Plan made for calendar years beginning on or
         after January 1, 2002, the Plan will apply the minimum distribution
         requirements of Section 401(a)(9) of the Code in accordance with the
         Regulations under Section 401(a)(9) that were finalized on April 17,
         2002."

                                      * * *

         IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed this ______ day of ________________________, 2002.

                       LEVI STRAUSS & CO.

                       By:   ______________________________________________
                             Fred D. Paulenich
                             Senior Vice President of Worldwide Human Resources