<PAGE>

                                                                   EXHIBIT 10.64















                               LEVI STRAUSS & CO.
                  DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND
                                OUTSIDE DIRECTORS
                              MASTER PLAN DOCUMENT


                            EFFECTIVE JANUARY 1, 2003



<PAGE>

                               LEVI STRAUSS & CO.
         DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND OUTSIDE DIRECTORS

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      ----
<S>                                                                                                                    <C>

ARTICLE 1  DEFINITIONS............................................................................................      1
         1.1      "ACCOUNT".......................................................................................      1
         1.2      "ANNUAL BONUS"..................................................................................      1
         1.3      "ANNUAL COMPANY CONTRIBUTION"...................................................................      1
         1.4      "ANNUAL INSTALLMENT METHOD".....................................................................      1
         1.5      "BASE ANNUAL SALARY"............................................................................      2
         1.6      "BENEFICIARY" OR "BENEFICIARIES"................................................................      2
         1.7      "BOARD".........................................................................................      2
         1.8      "BRP"...........................................................................................      2
         1.9      "CODE"..........................................................................................      2
         1.10     "COMMITTEE".....................................................................................      2
         1.11     "COMPANY".......................................................................................      2
         1.12     "COMPANY CONTRIBUTION ACCOUNT"..................................................................      2
         1.13     "DIRECTOR"......................................................................................      3
         1.14     "DIRECTOR FEES".................................................................................      3
         1.15     "DISABILITY"....................................................................................      3
         1.16     "EIP MAKE-UP ACCOUNT"...........................................................................      3
         1.17     "EIP MAKE-UP CONTRIBUTION"......................................................................      3
         1.18     "ELECTIVE DEFERRAL".............................................................................      3
         1.19     "ELECTIVE DEFERRAL ACCOUNT".....................................................................      3
         1.20     "EMPLOYEE"......................................................................................      3
         1.21     "ERISA".........................................................................................      3
         1.22     "HOPP"..........................................................................................      3
         1.23     "IN-SERVICE DISTRIBUTION".......................................................................      3
         1.24     "LS&CO. PERFORMANCE TRACKINGVEHICLE.............................................................      4
         1.25     "MEASUREMENT VEHICLES"..........................................................................      4
         1.26     "PARTICIPANT"...................................................................................      4
         1.27     "PENSION MAKE-UP CONTRIBUTION"..................................................................      4
         1.28     "PLAN"..........................................................................................      4
         1.29     "PLAN YEAR".....................................................................................      4
         1.30     "RETIREMENT," "RETIRE(S)" OR "RETIRED"..........................................................      4
         1.31     "RETIREMENT DATE"...............................................................................      4
         1.32     "TERMINATION BENEFIT"...........................................................................      5
         1.33     "TERMINATION OF EMPLOYMENT".....................................................................      5
         1.34     "TRUST".........................................................................................      5
         1.35     "TRUSTEE".......................................................................................      5
         1.36     "UNFORESEEABLE FINANCIAL EMERGENCY".............................................................      5

ARTICLE 2  ELIGIBILITY AND PARTICIPATION..........................................................................      5
         2.1      ELIGIBILITY.....................................................................................      5
         2.2      ENROLLMENT......................................................................................      5
         2.3      TERMINATION OF PARTICIPATION AND/OR DEFERRALS...................................................      5

ARTICLE 3  DEFERRALS AND ACCOUNTS.................................................................................      5
         3.1      MINIMUM AND MAXIMUM DEFERRALS...................................................................      5
</TABLE>

<PAGE>

                               LEVI STRAUSS & CO.
         DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND OUTSIDE DIRECTORS

                                TABLE OF CONTENTS
                                -----------------
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>                                                                                                                    <C>

         3.2      WITHHOLDING AND CREDITING OF ELECTIVE DEFERRALS.................................................      6
         3.3      COMPANY CONTRIBUTION............................................................................      6
         3.4      PENSION MAKE-UP CONTRIBUTION....................................................................      6
         3.5      VESTING.........................................................................................      6
         3.6      CREDITING/DEBITING OF ACCOUNTS..................................................................      7
         3.7      FICA AND OTHER TAXES............................................................................      8

ARTICLE 4  IN-SERVICE DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION......................      8
         4.1      IN-SERVICE DISTRIBUTION.........................................................................      8
         4.2      OTHER BENEFITS TAKE PRECEDENCE OVER IN-SERVICE DISTRIBUTION.....................................      9
         4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES...........................      9
         4.4      WITHDRAWAL ELECTION.............................................................................      9

ARTICLE 5  RETIREMENT BENEFIT.....................................................................................      9
         5.1      RETIREMENT BENEFIT..............................................................................      9
         5.2      PAYMENT OF RETIREMENT BENEFIT...................................................................      9
         5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT.................................................     10

ARTICLE 6  TERMINATION BENEFIT...................................................................................      10

ARTICLE 7  DISABILITY WAIVER AND BENEFIT.........................................................................      10
         7.1      DISABILITY WAIVER..............................................................................      10
         7.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT......................................................      10

ARTICLE 8  PRE-RETIREMENT SURVIVOR BENEFIT.......................................................................      10

ARTICLE 9  BENEFICIARY DESIGNATION...............................................................................      11
         9.1      BENEFICIARY....................................................................................      11
         9.2      NO BENEFICIARY DESIGNATION.....................................................................      11
         9.3      DOUBT AS TO BENEFICIARY........................................................................      11
         9.4      DISCHARGE OF OBLIGATIONS.......................................................................      11

ARTICLE 10  LEAVE OF ABSENCE.....................................................................................      11
         10.1     PAID LEAVE OF ABSENCE..........................................................................      11
         10.2     UNPAID LEAVE OF ABSENCE........................................................................      11

ARTICLE 11  TERMINATION, AMENDMENT OR MODIFICATION...............................................................      12
         11.1     TERMINATION....................................................................................      12
         11.2     AMENDMENT......................................................................................      12
         11.3     EFFECT OF PAYMENT..............................................................................      13

ARTICLE 12  ADMINISTRATION.......................................................................................      13
         12.1     COMMITTEE DUTIES...............................................................................      13
         12.2     AGENTS.........................................................................................      13
</TABLE>

                                       ii

<PAGE>

                               LEVI STRAUSS & CO.
         DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND OUTSIDE DIRECTORS

                                TABLE OF CONTENTS
                                -----------------
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      ----
<S>                                                                                                                    <C>

         12.3     BINDING EFFECT OF DECISIONS....................................................................      13
         12.4     INDEMNITY OF COMMITTEE.........................................................................      13

ARTICLE 13  CLAIMS PROCEDURES....................................................................................      13
         13.1     PRESENTATION OF CLAIM..........................................................................      13
         13.2     NOTIFICATION OF DECISION.......................................................................      13
         13.3     REVIEW OF A DENIED CLAIM.......................................................................      14
         13.4     DECISION ON REVIEW.............................................................................      14
         13.5     LEGAL ACTION...................................................................................      15

ARTICLE 14  TRUST................................................................................................      15
         14.1     ESTABLISHMENT OF THE TRUST.....................................................................      15
         14.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST....................................................      15
         14.3     DISTRIBUTIONS FROM THE TRUST...................................................................      15

ARTICLE 15  MISCELLANEOUS PROVISIONS.............................................................................      15
         15.1     STATUS OF PLAN.................................................................................      15
         15.2     UNSECURED GENERAL CREDITOR.....................................................................      15
         15.3     NONASSIGNABILITY...............................................................................      15
         15.4     NOT A CONTRACT OF EMPLOYMENT...................................................................      16
         15.5     GOVERNING LAW..................................................................................      16
         15.6     NOTICE.........................................................................................      16
         15.7     SUCCESSORS.....................................................................................      16
         15.8     SPOUSE'S INTEREST..............................................................................      16
         15.9     VALIDITY.......................................................................................      16
         15.10    INCOMPETENT....................................................................................      16
         15.11    DISTRIBUTION IN THE EVENT OF TAXATION..........................................................      17
         15.12    INSURANCE......................................................................................      17
         15.13    EFFECT ON OTHER PLANS..........................................................................      17

</TABLE>

                                       iii

<PAGE>





                               LEVI STRAUSS & CO.
                           DEFERRED COMPENSATION PLAN
                                       FOR
                        EXECUTIVES AND OUTSIDE DIRECTORS
                           (Effective January 1, 2003)

                                     PURPOSE
                                     -------

The purpose of this Plan is to provide a means by which a select group of
management or highly compensated employees and directors, who contribute
materially to the continued growth, development and future business success of
Levi Strauss & Co. and its participating subsidiaries, may elect to defer
receipt of all or a portion of their compensation or bonuses to save for
retirement. As described in the State Taxation of Pension Income Act of 1995,
this Plan is maintained solely for the purpose of providing retirement benefits
for Participants in excess of certain statutory limitations. This Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA.

                                    Article 1
                                   DEFINITIONS
                                   -----------

For purposes of this Plan, unless otherwise clearly apparent from the context,
the following phrases or terms shall have the following indicated meanings:

1.1     "Account" shall mean the Participant's Elective Deferral Account,
        Company Contribution Account and EIP Make-Up Account. The Account shall
        be a bookkeeping entry only and shall be utilized solely as a device
        for the measurement and determination of the benefits to be paid to a
        Participant, or his or her designated Beneficiary, pursuant to this
        Plan.

1.2     "Annual  Bonus" shall  mean any of the following  bonuses payable by
        the Company during a Plan Year to a Participant  while an Employee or
        Director and a Participant during that Plan Year:

        (a) Payments under the Levi Strauss & Co. Annual Incentive Plan;

        (b) Payments under the Leadership Shares Plan of Levi Strauss & Co.;

        (c) Payments under Levi Strauss & Co. Sales Incentive Program;

        (d) Payments under any regularly paid bonus program of Levi Strauss &
            Co.;

        (e) Any sign-on bonus payable at a specified future date following an
            Employee's commencement of employment;

        (f) Any retention bonus payable to an Employee; or

        (g) Any non-recurring special bonus that the Committee designates, in
            writing, as eligible for deferral under this Plan.

1.3     "Annual Company Contribution" shall mean, for any one Plan Year, the
        amount determined in accordance with Section 3.3.

1.4     "Annual Installment Method" shall be an annual installment payment
        commencing as soon as administratively practicable on or after a
        Participant's Retirement Date, as predetermined by the Committee, and
        payable over the number of years selected by the Participant in
        accordance with this Plan. Each annual installment shall be calculated
        by multiplying the applicable vested Account by a fraction, the
        numerator of which is one (1) and the denominator of which is the
        remaining number of annual payments due the Participant; provided that
        the first installment may

<PAGE>

        be further reduced to account for a partial-year payment, if applicable.
        For the first installment, the vested Account balance of the Participant
        shall be calculated as of the close of business on, or as soon as
        practicable after, the Participant's Retirement Date. Remaining annual
        installments shall be calculated as of the December 31st immediately
        preceding the Plan Year in which the installment is payable.

1.5     "Base Annual Salary" shall mean the annual cash compensation payable by
        the Company during a Plan Year to a Participant for services rendered
        while an Employee and a Participant during that Plan Year, excluding
        bonuses, commissions, overtime, fringe benefits, stock options,
        relocation expenses, incentive payments, non-monetary awards, directors
        fees and other fees, and automobile and other allowances paid to a
        Participant for services rendered (whether or not such allowances are
        included in the Employee's gross income). Base Annual Salary shall be
        calculated before reduction for amounts deferred or contributed by the
        Participant pursuant to all qualified or non-qualified plans of the
        Company, but shall be calculated to include amounts not otherwise
        included in the Participant's gross income under Code Sections 125,
        132(f), 402(e)(3), 402(h), or 403(b).

1.6     "Beneficiary" or "Beneficiaries" shall mean one or more persons,
        trusts, estates or other entities, designated in accordance with
        Article 9, that are entitled to receive benefits under this Plan upon
        the death of a Participant.

1.7     "Board" shall mean the board of directors of Levi Strauss & Co. The
        Board may delegate to any committee, subcommittee or any of its
        members, or to any agent, its authority to perform any act under the
        Plan, including without limitation those matters involving the exercise
        of discretion. Any such delegation of discretion will be subject to
        revocation at any time at the discretion of the Board. Any reference in
        this Plan document to the Board with respect to such delegated
        authority will be deemed a reference to its delegate or delegates.

1.8     "BRP" shall mean the Levi Strauss & Co. Excess Benefit Restoration Plan
        or the Levi Strauss & Co. Supplemental Benefit Restoration Plan, as
        each is amended from time to time, or any successor plan, to the extent
        that benefits payable thereunder result from Code limitations
        applicable to the HOPP.

1.9     "Code" shall mean the Internal Revenue Code of 1986, as it may be
        amended from time to time.

1.10    "Committee" shall mean the Administrative Committee for Retirement
        Plans, as described in Article 12.

1.11    "Company" shall mean, depending on the context, either Levi Strauss &
        Co., a Delaware corporation, any successor to all or substantially all
        of the Company's assets or business, or any of the Company's
        subsidiaries (now in existence or hereafter formed or acquired) that
        have adopted the Plan with the written consent of the Board, or all
        such entities in the aggregate.

1.12    "Company Contribution Account" shall mean (i) the sum of the
        Participant's Company Contributions, plus (ii) amounts credited or
        debited in accordance with all the applicable crediting and debiting
        provisions of this Plan that relate to the Participant's Company
        Contribution Account, less (iii) all distributions made to the
        Participant or his or her Beneficiary pursuant to this Plan that relate
        to the Participant's Company Contribution Account.

                                       2

<PAGE>

1.13    "Director" shall  mean an  individual  who receives  remuneration  while
        serving as a member of the board of directors of the Company, provided
        he or she is also not an Employee while serving in such capacity.

1.14    "Director Fees" shall mean the annual fees payable by the Company
        during a Plan Year to a Participant, including retainer fees and
        meeting fees, for services performed while a Director and a Participant
        during that Plan Year.

1.15    "Disability" shall mean an Employee qualifies for permanent disability
        benefits under the Company's long-term disability plan.

1.16    "EIP Make-Up Account" shall mean (i) the sum of all of a Participant's
        EIP Make-Up Contributions, plus (ii) amounts credited or debited in
        accordance with all the applicable crediting or debiting provisions of
        this Plan that related to the Participant's EIP Make-Up Account, less
        (iii) all distributions made to the Participant or his or her
        Beneficiary pursuant to this Plan that relate to the Participant's EIP
        Make-Up Account.

1.17    "EIP Make-Up Contribution" shall mean, for any fiscal year of the
        Company, the amount of Company matching contributions under the
        Employee Investment Plan of Levi Strauss & Co. ("EIP") that would have
        been payable to or for an Employee while a participant in EIP but for
        the deferral of Base Annual Salary or Annual Bonus under the Plan,
        without regard to any limitation in EIP with respect to such Employee's
        compensation or contributions.

1.18    "Elective Deferral" shall mean that portion of a Participant's Base
        Annual Salary, Annual Bonus and Director Fees that a Participant elects
        to defer in accordance with Article 3 for any one Plan Year. In the
        event of a Participant's Retirement, Disability, death or a Termination
        of Employment prior to the end of a Plan Year, such year's Elective
        Deferral shall be the actual amount withheld prior to such event.

1.19    "Elective Deferral Account" shall mean (i) the sum of all of a
        Participant's Elective Deferrals, plus (ii) amounts credited or debited
        in accordance with all the applicable crediting and debiting provisions
        of this Plan that relate to the Participant's Elective Deferral
        Account, less (iii) all distributions made to the Participant or his or
        her Beneficiary pursuant to this Plan that relate to his or her
        Elective Deferral Account.

1.20    "Employee" shall mean any individual whose remuneration for services
        rendered to the Company, as recognized by the Company, is reported on
        Federal Income Tax Form W-2. An individual's status as an "Employee"
        will be determined by the Committee and such determination will be
        conclusive and binding on all persons notwithstanding any contrary
        determination of Employee status by any court or governmental agency,
        including, but not limited to, the Internal Revenue Service.

1.21    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as it may be amended from time to time.

1.22    "HOPP" shall  mean the Revised Home Office  Pension Plan of Levi Strauss
        & Co., as it may be amended from time to time, or any successor plan.

1.23    "In-Service Distribution" shall mean a lump sum payment in an amount
        that is equal to all or a portion of the Elective Deferral the
        Participant elects to have distributed as an In-Service Distribution
        under Section 4.1, credited and debited in the manner provided in
        Section 3.6, and

                                       3

<PAGE>

        calculated as of the close of business on a date determined by the
        Committee which precedes the payment date.

1.24    "LS&CO. Performance Tracking Vehicle" shall mean a Measurement Vehicle
        in which the assumed rate of return shall be dependent upon LS&CO.'s
        cumulative EBITDA (earnings before interest, taxes, depreciation and
        amortization) over a specified period or other time-limited financial
        measure as determined by the Board (the "Performance Period").

        The rate of return shall be an annual rate. There shall be a minimum
        guaranteed rate of return and up to a maximum rate of return, as
        determined by the Board, based on LS&CO.'s future cumulative EBITDA or
        other financial measure over the Performance Period. To the extent
        that any amounts in an Account do not remain allocated to the LS&CO.
        Performance Tracking Vehicle through the end of a specified Plan Year
        period (the "Mandatory Deferral Period"), the minimum rate shall apply
        to such amounts. The Board shall have sole discretion in determining
        whether to offer the LS&CO. Performance Tracking Vehicle under the
        Plan during any Plan Year.

1.25    "Measurement Vehicles" shall mean the investment vehicles designated by
        the Committee, in its sole discretion, and selected by a Participant
        for purposes of crediting and debiting such Participant's Account, as
        described in Section 3.6.

1.26    "Participant" shall mean any Employee or Director (i) who is selected
        by the Committee to participate in the Plan, (ii) who elects to
        participate in the Plan by signing an election form in accordance with
        the terms of the Plan, and (iii) whose signed election form is accepted
        by the Committee.

1.27    "Pension Make-Up Contribution" shall mean the amount equal to the
        difference between (i) the amount of benefits that would have been
        payable to or for an Employee under the HOPP or the BRP but for the
        deferral of Base Annual Salary or Annual Bonus under the Plan, and (ii)
        the amount of benefits actually payable to or for the Employee under
        the HOPP or the BRP.

1.28    "Plan" shall mean this Levi Strauss & Co. Deferred Compensation Plan for
        Executives and Outside Directors, as it may be amended from time to
        time.

1.29    "Plan  Year" shall mean a period beginning on January 1 of each calendar
        year and continuing through December 31 of such calendar year.

1.30    "Retirement," "Retire(s)" or "Retired" shall mean:

        (a)     In the case of an Employee, a severance of an Employee's
                employment with the Company with the right either to an
                immediate early retirement, normal retirement, or deferred
                retirement benefit payable under the HOPP. If an Employee is not
                a participant in the HOPP at the time of his or her severance
                from employment with the Company, the determination as to
                whether such Employee is Retired for purposes of this Section
                1.30 shall be determined as if the Employee had been a
                participant in the HOPP at such time and was eligible for a
                pension benefit thereunder.

        (b)     In the case of a Director, the Director's cessation of service
                as a member of the Board, voluntary or involuntary, for a reason
                other than death.

1.31    "Retirement Date" shall mean the first day of the month coincident with
        or next following the date a Participant Retires.

                                       4

<PAGE>

1.32    "Termination Benefit" shall mean the benefit set forth in Article 6.

1.33    "Termination of Employment" shall mean an Employee's severance from
        employment with the Company, voluntarily or involuntarily, for a reason
        other than Retirement, Disability or death.

1.34    "Trust" shall mean one or more trusts established by the Company in its
        sole discretion.

1.35    "Trustee" shall  mean the individuals or corporation appointed by the
        Committee under Section 14.1 to administer the Trust in accordance with
        the terms of the Plan and trust agreement.

1.36    "Unforeseeable Financial Emergency" shall mean an unanticipated
        emergency that is caused by an event beyond the control of the
        Participant that would result in severe financial hardship to the
        Participant resulting from (i) a sudden and unexpected illness or
        accident of the Participant or a dependent (as defined in section 152(a)
        of the Code) of the Participant, (ii) a loss of the Participant's
        property due to casualty, or (iii) such other extraordinary and
        unforeseeable circumstances arising as a result of events beyond the
        control of the Participant, all as determined in the sole discretion of
        the Committee. The circumstances that will constitute an "Unforeseeable
        Financial Emergency" will depend upon the facts of each case, but, in
        any case, payment may not be made to the extent that such hardship is or
        may be relieved (x) through reimbursement or compensation by insurance
        or otherwise, (y) by liquidation of the Participant's assets, to the
        extent the liquidation of such assets would not itself cause severe
        financial hardship, or (z) by cessation of deferrals under the Plan.

                                   Article 2
                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

2.1     Eligibility. Participation in the Plan shall be limited to a select
        -----------
        group of management or highly compensated Employees and Directors of
        the Company, as determined by the Committee in its sole discretion.

2.2     Enrollment. To participate initially, an Employee or Director must
        ----------
        submit an election form within the time designated by the Committee.
        For each Plan Year after the first year of participation, an
        irrevocable deferral election for that Plan Year is made by submitting
        a completed and executed election form to the Committee before the end
        of the Plan Year preceding the Plan Year to which the election applies.
        If no election form is timely delivered for a Plan Year, the Elective
        Deferral shall be zero for that Plan Year.

2.3     Termination of Participation and/or Deferrals. A Participant's
        ---------------------------------------------
        participation in the Plan will terminate when his or her Account has
        been distributed or on the date of his or her death, which ever occurs
        first. If the Committee determines that a Participant no longer
        qualifies as a member of a select group of management or highly
        compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of
        ERISA, the Committee shall have the right, in its discretion, to (i)
        terminate any deferral election the Participant has made for the
        remainder of the current Plan Year and/or (ii) prevent the Participant
        from making future deferral elections.

                                   Article 3
                             DEFERRALS AND ACCOUNTS
                             ----------------------

3.1     Minimum and Maximum Deferrals. For each Plan Year, a Participant may
        -----------------------------
        make an irrevocable Elective Deferral as a percentage of Base Annual
        Salary, Annual Bonus, and/or Director Fees subject to the following
        parameters:

                                       5

<PAGE>

<TABLE>
<CAPTION>
         ----------------------------------- ------------------------------- -------------------------------
         DEFERRAL TYPE                               MINIMUM AMOUNT                  MAXIMUM AMOUNT
         ----------------------------------- ------------------------------- -------------------------------
         <S>                                 <C>                             <C>
         Base Annual Salary                                5%                             100%
         ----------------------------------- ------------------------------- -------------------------------

         Annual Bonus                                      1%                             100%
         ----------------------------------- ------------------------------- -------------------------------

         Director Fees                                     5%                             100%
         ----------------------------------- ------------------------------- -------------------------------
</TABLE>

        If an election is made for less than the stated minimum amounts, or if
        no election is made, the amount deferred shall be deemed to be zero.

        Notwithstanding the foregoing, if a Participant first becomes eligible
        after the first day of a Plan Year, the maximum Elective Deferral (i)
        with respect to Base Annual Salary or Director Fees shall be limited to
        compensation or fees not yet earned as of the date the Participant
        submits his or her election form, and (ii) with respect to Annual Bonus
        shall be limited to those amounts deemed eligible for deferral, in the
        sole discretion of the Committee.

3.2     Withholding and Crediting of Elective Deferrals. The Base Annual Salary
        -----------------------------------------------
        portion of the Elective Deferral shall be withheld from payroll
        according to the Participant's election. The Annual Bonus and/or
        Director Fees portion of the Elective Deferral shall be withheld at the
        time the Annual Bonus and/or Director Fees are, or otherwise would be,
        paid to the Participant. Elective Deferrals shall be credited to a
        Participant's Elective Deferral Account at the time such amounts would
        otherwise have been paid to the Participant, or as soon as practicable
        thereafter.

3.3     Company Contribution. During any Plan Year, the Company may, in its
        --------------------
        discretion, credit an amount to a Participant's Company Contribution
        Account. The Company Contribution, if any, shall be credited as of the
        last working day of the Plan Year, or as soon as practicable
        thereafter. If a Participant is not employed or in service with the
        Company as of the last working day of a Plan Year (other than due to
        Retirement, layoff, as determined by the Committee, or death) the
        Participant shall not be eligible for an Company Contribution for that
        Plan Year.

3.4     Pension Make-Up Contribution. The Pension Make-Up Contribution shall be
        ----------------------------
        paid under the BRP at the time and in the form described thereunder.
        Although the method for calculating the Pension Make-Up Contribution is
        described in this Plan, such amount is not an accrued benefit
        hereunder; rather, the Pension Make-Up Pension Amount shall be an
        accrued benefit under the BRP.

3.5      Vesting.  Subject to Section 15.2:
         -------

        (a)     A Participant shall at all times be 100% vested in his or her
                Elective Deferral Account and EIP Make-Up Account;

        (b)     A Participant shall be vested in his or her Company Contribution
                Account in accordance with the vesting schedule(s) set forth in
                his or her employment agreement or any other agreement entered
                into between the Participant and the Company. If not addressed
                in such an agreement, a Participant shall vest in his or her
                Company Contribution Account in accordance with a schedule
                established by the Company;

        (c)     A Participant shall be vested in his or her Pension Make-Up
                Contribution only to the extent that the Participant would be
                vested in such amounts under the provisions of the HOPP or the
                BRP; and

                                       6

<PAGE>
        (d)     Notwithstanding anything to the contrary contained in this
                Section, upon Retirement a Participant's Company Contribution
                Account and Pension Make-Up Contribution shall immediately
                become 100% vested.

3.6     Crediting/Debiting of Accounts. A Participant shall be permitted to
        ------------------------------
        allocate his or her Account among Measurement Vehicles. The Committee
        may discontinue, substitute or add a Measurement Vehicle as of the
        first day of a calendar quarter. The Committee, or its delegate shall
        give the Participant ample advance notice of such a change. The
        Measurement Vehicles are used solely to credit or debit amounts to a
        Participant's Account.

        (a)     Election of Measurement Vehicles. The Participant shall specify
                --------------------------------
                on the election form the percentage of his or her Account to be
                allocated to a Measurement Vehicle in one percent (1%)
                increments. A Participant may change the percentage allocation
                among Measurement Vehicles by submitting a new election form.
                Any change will take effect as soon as reasonably practicable
                after the Form is submitted. Pension Make-Up Contributions shall
                                             -----------------------------------
                not be eligible for the crediting of income, gain or loss, under
                ----------------------------------------------------------------
                this Section.
                ------------

        (b)     LS&CO. Performance Tracking Vehicle. A Participant other than a
                -----------------------------------
                Director may make a special one-time election to allocate a
                portion of his or her Elective Deferrals during a Plan Year to
                the LS&CO. Performance Tracking Vehicle; provided that, at the
                sole discretion of the Board, the LS&CO. Performance Tracking
                Vehicle is offered under the Plan during such Plan Year. This
                allocation election must be made in accordance with procedures
                established by the Committee, as may be amended from time to
                time. Amounts allocated to this Vehicle are subject to the
                following rules:

                (i)     Except in the case of a lump sum distribution from the
                        Account due to the Participant's Termination of
                        Employment, Retirement, Disability, death, or
                        Unforeseeable Financial Emergency, the allocation will
                        remain in effect through the end of the Mandatory
                        Deferral Period set forth in Section 1.24.

                (ii)    After the expiration of the applicable Mandatory
                        Deferral Period set forth in Section 1.24, the
                        Participant must elect another Measurement Vehicle for
                        amounts that were allocated to the LS&CO. Performance
                        Tracking Vehicle, or the default Measurement Vehicle
                        will apply to those amounts.

        (c)     Failure to Elect Measurement Vehicles. If a Participant fails to
                -------------------------------------
                make an election to allocate his or her Account under this
                Section 3.6, the Committee will apply a default Measurement
                Vehicle until the Participant submits an election form selecting
                one or more Measurement Vehicle(s).

        (d)     Crediting or Debiting Method. A Participant's Account shall be
                ----------------------------
                credited or debited on a daily basis based on the performance
                of each Measurement Vehicle selected by the Participant. The
                performance of each elected Measurement Vehicle (either
                positive or negative) will be based on the performance of the
                underlying measurement standard (e.g., underlying mutual fund
                or the Company's performance).

        (e)     No Actual Investment. The Measurement Vehicles are to be used
                --------------------
                for measurement purposes only, and the crediting or debiting of
                such amounts to a articipant's Account shall not be construed as
                                                       ----- ---
                an actual investment of the Account in any investment vehicle
                underlying such Measurement Vehicle. In the event that the
                Company or the Trustee, in its own discretion, decides to invest
                funds in any or all of the investment vehicles underlying any
                Measurement Vehicles, no Participant shall have any rights in or
                to such investments themselves. A Participant's Account shall at
                all times be a bookkeeping

                                       7

<PAGE>

                entry only and shall not represent any investment made on his or
                her behalf by the Company or the Trust; the Participant shall at
                all times remain an  unsecured creditor of the Company as to his
                or her Account balance.

        (f)     Distributions. Upon distribution, the Committee shall determine
                -------------
                the value of the Participant's Account based on the applicable
                Measurement Vehicle(s). If the Participant elected to receive
                his or her benefit in the Annual Installment Method and the
                Account is allocated among two or more Measurement Vehicles, the
                Committee shall reduce the balance of each Measurement Vehicle
                on a pro-rata basis to make each installment payment.

3.7     FICA and Other Taxes.
        --------------------

        (a)     Elective Deferrals. The Company shall withhold the Participant's
                ------------------
                share of FICA and other employment taxes that apply to the
                Elective Deferral from that portion of the Participant's Base
                Annual Salary and/or Annual Bonus that is not deferred
                hereunder. If necessary, the Committee may reduce the Elective
                Deferral in order to comply with this Section.

        (b)     EIP Make-Up Contributions. The Company shall withhold the
                -------------------------
                Participant's share of FICA and other employment taxes that
                apply to the EIP Make-Up Contribution from such EIP Make-Up
                Contribution. If necessary, the Committee may reduce the
                Participant's Base Annual Salary and/or Annual Bonus that is not
                deferred hereunder in order to comply with this Section.

        (c)     Company Contribution Account. When a Participant becomes vested
                ----------------------------
                in a portion of his or her Company Contribution Account, the
                Company shall withhold from the Participant's Base Annual Salary
                and/or Annual Bonus that is not deferred, in a manner determined
                by the Company, the Participant's share of FICA and other
                employment taxes. If necessary, the Committee may reduce the
                vested portion of the Participant's Company Contribution Account
                in order to comply with this Section 3.7.

        (d)     Distributions. The Company, or the Trustee, shall withhold from
                -------------
                any payments made to a Participant under this Plan all federal,
                state and local income, employment and other taxes required to
                be withheld by the Company, or the Trustee, in connection with
                such payments, in amounts and in a manner to be determined in
                the sole discretion of the Company and the Trustee.

                                   Article 4
          IN-SERVICE DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES;
          -------------------------------------------------------------
                               WITHDRAWAL ELECTION
                               -------------------

4.1     In-Service Distribution. A Participant may irrevocably elect to receive
        -----------------------
        all or a portion of an Elective Deferral in the form of a future
        In-Service Distribution while an Employee or a Director. Subject to the
        other terms and conditions of this Plan, each In-Service Distribution
        shall be paid out during the first sixty (60) days of any Plan Year
        designated by the Participant that is at least three Plan Years after
        the Plan Year in which the Elective Deferral was deferred. For example,
        if a three-year In-Service Distribution is elected for Elective
        Deferrals that are deferred in the Plan Year commencing January 1,
        2003, the In-Service Distribution would become payable during a sixty
        (60) day period commencing January 1, 2007. A Participant may submit a
        written request to the Committee to postpone (up to two (2) times with
        respect to each In-Service Distribution election) his or her In-Service
        Distribution election up to a minimum of three (3) additional years,
        provided that such request is received by the Committee at least one
        year prior to the date on

                                       8

<PAGE>

        which the particular In-Service Distribution would have commenced.
        Notwithstanding the foregoing limitations, a Participant who Retires may
        request to change his or her election to receive a future In-Service
        Distribution to the Annual Installment Method by submitting a new
        election form to the Committee in accordance with Article 5.

4.2     Other Benefits Take Precedence Over In-Service Distribution. Should an
        -----------------------------------------------------------
        event occur that triggers a benefit under Article 5, 6, 7 or 8, any
        Elective Deferral, subject to credits or debits, as applicable, that is
        subject to an In-Service Distribution election under Section 4.1 shall
        not be paid in accordance with Section 4.1 but shall be paid in
        accordance with the other applicable Article.

4.3     Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
        ---------------------------------------------------------------------
        A Participant who experiences an Unforeseeable Financial Emergency
        while an Employee or Director may petition the Committee to (i) suspend
        any deferrals elected by him or her and/or (ii) receive a partial or
        full payout from the Plan. The payout shall not exceed the lesser of
        (i) the sum of the Participant's Elective Deferral Account, EIP-Make Up
        Account, plus the vested portion of his or her Company Contribution
        Account, calculated as if such Participant were receiving a Termination
        Benefit, or (ii) the amount reasonably needed to satisfy the
        Unforeseeable Financial Emergency. If the petition for a suspension
        and/or payout is approved by the Committee suspension shall take effect
        on, or as soon as practicable after, the date of approval and any
        payout shall be made within sixty (60) days of the date of approval.

4.4     Withdrawal Election. A Participant may elect at any time while an
        -------------------
        Employee or Director to withdraw all or a portion of his or her vested
        Account, with the exception of deferrals allocated to the LS&CO.
        Performance Tracking Vehicle. The Participant shall make this election
        by giving the Committee advance written notice of the election in a
        form prescribed by the Committee. The value of a Participant's vested
        Account shall be calculated as soon as practicable after the Committee
        receives the Participant's election. A withdrawal penalty equal to 10%
        of such amount (the net amount shall be referred to as the "Withdrawal
        Amount") shall apply. The Participant shall be paid the Withdrawal
        Amount within sixty (60) days of his or her election. Once the
        Withdrawal Amount is paid, the Participant's participation in the Plan
        shall be suspended for the remainder of the Plan Year in which the
        withdrawal is elected and for one (1) full Plan Year thereafter.

                                   Article 5
                               RETIREMENT BENEFIT
                               ------------------

5.1     Retirement Benefit.  A Participant who Retires shall receive his or her
        ------------------
        vested  Account  calculated  as of the close of business on, or as soon
        as practicable after, his or her Retirement Date.

5.2     Payment of Retirement Benefit. On the Participant's election form he or
        -----------------------------
        she shall elect to receive the retirement benefit as a lump sum or an
        Annual Installment Method of 5, 10, 15, or 20 years. The Participant
        may change his or her election to an allowable alternative payout
        period by submitting a new election form to the Committee, provided
        that any such election form is received on or before December 1 of the
        Plan Year preceding the Plan Year in which the Participant Retires. If
        a Participant does not make a retirement benefit election the benefit
        will be paid in a lump sum. If a Participant elects to receive the
        retirement benefit in an Annual Installment Method, but the Account
        balance is not at least $25,000 on the Retirement Date, the retirement
        benefit shall be paid as a lump sum. The lump sum payment shall be
        made, or installment payments shall commence, no later than sixty (60)
        days after the Participant's

                                       9

<PAGE>

        Retirement Date. Remaining installments, if any, shall be paid during
        each January following his or her Retirement Date.

5.3     Death Prior to Completion of Retirement Benefit. If a Participant dies
        -----------------------------------------------
        after Retirement but before the retirement benefit is paid in full, the
        Participant's Beneficiary shall receive a lump sum payment that is
        equal to the Participant's unpaid remaining vested Account calculated
        as soon as practicable after the Participant's death. The lump sum
        payment shall be made no later than sixty (60) days after the Committee
        is provided with proof that is satisfactory to the Committee of the
        Participant's death.

                                   Article 6
                               TERMINATION BENEFIT
                               -------------------

        If a Participant experiences a Termination of Employment, the
        Participant shall receive a lump sum Termination Benefit, which shall
        be equal to the Participant's vested Account calculated as of the close
        of business on, or as soon as practicable after, the date the
        Participant experiences a Termination of Employment. The lump sum
        payment shall be made no later than sixty (60) days after the date on
        which the Participant experiences a Termination of Employment.

                                   Article 7
                          DISABILITY WAIVER AND BENEFIT
                          -----------------------------

7.1     Disability Waiver.
        -----------------

        (a)     Waiver of Deferral. If a Participant is determined to be
                ------------------
                suffering from a Disability, that portion of his or her
                Elective Deferral commitment that would otherwise have been
                withheld from such Participant's Base Annual Salary and/or
                Annual Bonus for the remainder of the Plan Year in which the
                Participant first suffers a Disability shall cease. During the
                period of Disability, the Participant shall not be allowed to
                make any additional deferral elections, but will continue to
                be considered a Participant for all other purposes of this
                Plan.

        (b)     Deferral Following Disability. If a Participant returns to
                -----------------------------
                employment as an Employee with the Company after a Disability
                ceases, the Participant may make a new Elective Deferral for
                the Plan Year following his or her return to employment and
                for every Plan Year thereafter according to the Plan.

7.2     Continued Eligibility; Disability Benefit. A Participant who is
        -----------------------------------------
        suffering from a Disability shall, for benefit purposes under this
        Plan, continue to be considered to be employed as an Employee and may
        be eligible for the benefits provided under Article 4, 5, 6 or 8.
        However, the Committee retains the right to deem such Participant as
        having experienced a Termination of Employment or Retirement, as
        appropriate, at any time after he or she is determined to be suffering
        a Disability. If the Committee elects to exercise such right, the
        Participant shall receive a Disability Benefit equal to his or her
        vested Account described in Article 5 or 6, as appropriate, calculated
        as soon as practicable after his or her deemed Termination of
        Employment or Retirement Date. The Disability benefit shall be paid (or
        shall commence in the case of installments) within sixty (60) days of
        the Participant's deemed Termination of Employment or Retirement Date.

                                   Article 8
                         PRE-RETIREMENT SURVIVOR BENEFIT
                         -------------------------------

        If the Participant dies before he or she Retires, experiences a
        Termination of Employment, or suffers a Disability, the Participant's
        Beneficiary shall receive a lump sum pre-retirement

                                       10

<PAGE>

        survivor benefit, which shall be equal to the Participant's vested
        Account calculated as soon as practicable after the Participant's death.
        The lump sum payment shall be made no later than sixty (60) days after
        the Committee is provided with proof that is satisfactory to the
        Committee of the Participant's death.

                                   Article 9
                             BENEFICIARY DESIGNATION
                             -----------------------

9.1     Beneficiary. Each Participant shall have the right, at any time, to
        -----------
        designate a Beneficiary(ies) (both primary and contingent) to receive
        his or her vested Account upon death. A Participant may designate or
        change a Beneficiary by completing and signing a Beneficiary
        designation form. Upon the Committee's receipt of a Participant's new
        Beneficiary designation form, all prior Beneficiary designations filed
        by that Participant shall be canceled. The Committee shall be entitled
        to rely on the last Beneficiary designation form filed by the
        Participant and received by the Committee prior to his or her death.

9.2     No Beneficiary Designation. If a Participant fails to designate a
        --------------------------
        Beneficiary or if all designated Beneficiaries predecease the
        Participant, then payment of a Participant's vested Account shall be
        made in the following order:

        (a)     To the Participant's surviving spouse, if any;

        (b)     If the Participant has no surviving spouse, then to his or her
                living children;

        (c)     If the Participant has no living children, then to his or her
                living parents;

        (d)     If the Participant has no living parents, then to his or her
                living brothers and sisters; or

        (e)     If the Participant has no living brothers or sisters, then to
                his or her estate.

9.3     Doubt as to Beneficiary. If the Committee has any doubt as to the
        -----------------------
        proper Beneficiary to receive payments pursuant to this Plan, the
        Committee shall have the right, exercisable in its discretion, to cause
        the Company to either withhold such payments until this matter is
        resolved to the Committee's satisfaction, or pay such amount into any
        court of appropriate jurisdiction, with such court ordered payment
        completely discharging the liability of the Plan, the Company, and the
        Committee.

9.4     Discharge of Obligations. The payment of benefits under the Plan to a
        ------------------------
        Beneficiary shall fully and completely discharge the Plan, the Company
        and the Committee from all further obligations under this Plan with
        respect to that Beneficiary.

                                   Article 10
                                LEAVE OF ABSENCE
                                ----------------

10.1    Paid Leave of Absence. According to the Company's general employment
        ---------------------
        policies and procedures, if a Participant is authorized by the Company
        for any reason to take a paid leave of absence from employment with the
        Company, such Participant shall continue to be considered employed or
        in service with the Company and the Elective Deferral shall continue to
        be withheld during such paid leave of absence.

10.2    Unpaid Leave of Absence. According to the Company's general employment
        -----------------------
        policies and procedures, if a Participant is authorized by the Company
        for any reason to take an unpaid leave of absence from employment with
        the Company, such Participant shall continue to be considered employed
        or in service with the Company and the Participant shall be excused
        from making

                                       11

<PAGE>

        deferrals until the earlier of the date the leave of absence expires or
        the date the Participant returns to paid status. Deferrals shall resume
        for the remaining portion of the Plan Year in which the expiration or
        return occurs, as appropriate, based on the deferral election, if any,
        made for that Plan Year. If no election was made for that Plan Year, no
        deferral shall be withheld.

                                   Article 11
                     TERMINATION, AMENDMENT OR MODIFICATION
                     --------------------------------------

11.1    Termination. Although the Company anticipates that it will continue the
        -----------
        Plan for an indefinite period of time, the Company reserves the right
        to discontinue its sponsorship of the Plan and/or to terminate the Plan
        at any time with respect to any or all of its participating Employees,
        Directors, and adopting subsidiaries, regardless of any resulting
        income tax or other consequences to Participants and their
        Beneficiaries. The deferral elections of the affected Participants
        shall terminate upon termination of the Plan. Benefits upon Plan
        termination shall be paid to the Participants as follows:

        (a)     If the Plan is terminated with respect to all of its
                Participants, the Company shall have the right, in its sole
                discretion, to pay all benefits in a lump sum or pursuant to
                an Annual Installment Method (in the case of a Participant who
                is not otherwise eligible to Retire as of the date the Plan is
                terminated, such Participant's vested Account for purposes of
                calculating his or her first annual installment shall be
                determined as of the close of business on, or as soon as
                practicable after, the effective date of the Plan termination)
                of up to 15 years, with amounts continuing to be credited and
                debited during the installment period; or

        (b)     If the Plan is terminated with respect to less than all of its
                Participants, the Company shall be required to pay such benefits
                in a lump sum.

        The termination of the Plan shall not decrease or restrict the value of
        a Participant's vested Account in existence as of the effective date of
        Plan termination. However, the Company has the right to accelerate
        installment payments without a premium or prepayment penalty by paying
        the vested Account in a lump sum or pursuant to an Annual Installment
        Method using fewer years. In any case, the present value of all
        payments that will have been received by a Participant at any given
        point of time under the different payment schedule shall equal or
        exceed the present value of all payments that would have been received
        at that point in time under the original payment schedule.

11.2    Amendment. The Company reserves the right, at any time, to amend or
        ---------
        modify the Plan in whole or in part, regardless of any resulting income
        tax or other consequences to Participants and their Beneficiaries.
        However, no amendment or modification shall decrease or restrict the
        value of a Participant's vested Account in existence at the time the
        amendment or modification is made, calculated as if the Participant had
        Retired or experienced a Termination of Employment, as appropriate, as
        of the effective date of the amendment or modification. The amendment
        or modification of the Plan shall not affect any Participant or
        Beneficiary who has become entitled to the payment of benefits under
        the Plan as of the date of the amendment or modification. However, the
        Company shall have the right to accelerate installment payments by
        paying the vested Account in a lump sum or pursuant to an Annual
        Installment Method using fewer years (provided that the present value
        of all payments that will have been received by a Participant at any
        given point of time under the different payment schedule shall equal or
        exceed the present value of all payments that would have been received
        at that point in time under the original payment schedule).

                                       12

<PAGE>

11.3    Effect of Payment. The full payment of a Participant's benefit under
        -----------------
        the Plan shall completely discharge all obligations to a Participant
        and his or her designated Beneficiaries.

                                   Article 12
                                 ADMINISTRATION
                                 --------------

12.1    Committee Duties. Except as otherwise provided in this Article 12, this
        ----------------
        Plan shall be administered by the Committee. Members of the Committee
        may be Participants under this Plan. The Committee shall also have the
        discretion and authority to establish, amend, interpret, and enforce
        all appropriate rules and procedures for the administration of the Plan
        and to resolve any and all questions including interpretations of this
        Plan. Any individual serving on the Committee who is a Participant
        shall not vote or act on any matter relating solely to himself or
        herself. When making a determination or calculation, the Committee
        shall be entitled to rely on information furnished by a Participant or
        the Company.

12.2    Agents. In the administration of this Plan, the Committee may, from
        ------
        time to time, employ agents, including Employees, and delegate to them
        such administrative duties as it sees fit (including acting through a
        duly appointed representative) and may from time to time consult with
        counsel who may be counsel to the Company. Any such delegation will be
        subject to revocation at any time at the discretion of the Committee.
        Any reference in this Plan document to the Committee with respect to
        such delegated authority will be deemed a reference to its delegate or
        delegates.

12.3    Binding Effect of Decisions. Any decision or action of the Committee
        ---------------------------
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the
        rules and procedures established hereunder shall be final and
        conclusive and binding upon all persons having any interest in the
        Plan.

12.4    Indemnity of Committee. The Company shall indemnify and hold harmless
        ----------------------
        the Committee, the members of the Committee, and any Employee to whom
        the duties of the Committee may be delegated, against any and all
        claims, losses, damages, expenses or liabilities incurred by that
        Company arising from any action or failure to act with respect to this
        Plan, except in the case of willful misconduct by the Committee, any of
        its members, or any such Employee.

                                   Article 13
                                CLAIMS PROCEDURES
                                -----------------

13.1    Presentation of Claim. Any Participant may submit to the Committee a
        ---------------------
        written claim for a determination with respect to the amounts
        distributable to him or her from the Plan. If such claim relates to the
        contents of a notice received by the Participant, the claim must be
        made within sixty (60) days after such notice was received by the
        Participant. All other claims must be made within one-hundred eight
        (180) days of the date on which the event that caused the claim to
        arise occurred. The claim must state with particularity the
        determination desired by the Participant.

13.2    Notification of Decision. The Committee shall consider a Participant's
        ------------------------
        claim within ninety (90) days of receiving the claim; provided that if
        the Committee determines that special circumstances require an
        extension of time for processing the claim, written notice of the
        extension shall be furnished to the Participant prior to the
        termination of the initial ninety (90) day period. In no event shall
        such extension exceed a period of ninety (90) days from the end of the
        initial ninety (90) day period. The extension notice shall indicate the
        special circumstances requiring an extension of time. The Committee
        shall notify the Participant in writing:

                                       13

<PAGE>

        (a)     That the Participant's requested determination has been made,
                and that the claim has been allowed in full; or

        (b)     That the Committee has reached a conclusion contrary, in whole
                or in part, to the Participant's requested determination. In
                such case, the notice shall set forth in a manner calculated to
                be understood by the Participant:

                (i)     The specific reason(s) for the denial of the claim, or
                        any part of it;

                (ii)    Specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;

                (iii)   A description of any additional material or information
                        necessary for the Participant to perfect the claim, and
                        an explanation of why such material or information is
                        necessary;

                (iv)    An explanation of the claim review procedure set forth
                        in Section 13.3 below; and

                (v)     A statement of the Participant's right to bring a civil
                        action under ERISA following an adverse benefit
                        determination on review.

13.3    Review of a Denied Claim. On or before sixty (60) days after receiving
        ------------------------
        a notice from the Committee that a claim has been denied, in whole or
        in part, a Participant (or the Participant's duly authorized
        representative) may file with the Committee a written request for a
        review of the denial of the claim. The Participant (or the
        Participant's duly authorized representative) may:

        (a)     Upon request and free of charge, have reasonable access to, and
                copies of, all documents, records and other information relevant
                (as defined in applicable ERISA regulations) to the
                Participant's claim for benefits;

        (b)     Submit written comments or other documents; and/or

        (c)     Request a hearing, which the Committee, in its sole discretion,
                may grant.

13.4    Decision on Review. The Committee shall render its decision on review
        ------------------
        no later than sixty (60) days after the Committee receives the
        Participant's written request for a review of the denial of the claim;
        provided that if the Committee determines that special circumstances
        require an extension of time for processing the claim, written notice
        of the extension shall be furnished to the Participant prior to the
        termination of the initial sixty (60) day period. In no event shall
        such extension exceed a period of sixty (60) days from the end of the
        initial sixty (60) day period. The extension notice shall indicate the
        special circumstances requiring an extension of time. In rendering its
        decision, the Committee shall take into account all comments,
        documents, records and other information submitted by the Participant
        relating to the claim, without regard to whether such information was
        submitted or considered in the initial benefit determination. The
        decision shall be written in a manner calculated to be understood by
        the Participant, and shall contain:

        (a)     Specific reasons for the decision;

        (b)     Specific reference(s) to the pertinent Plan provisions upon
                which the decision was based;

        (c)     A statement that the Participant is entitled to receive, upon
                request and free of charge, reasonable access to and copies
                of, all documents, records and other information relevant (as
                defined in applicable ERISA regulations) to the Participant's
                claim for benefits; and

                                       14

<PAGE>

        (d)     A statement of the Participant's right to bring a civil action
                under ERISA.

13.5    Legal Action. A Participant's compliance with the foregoing provisions
        ------------
        of this Article 13 is a mandatory prerequisite to a Participant's right
        to commence any legal or equitable action with respect to any claim for
        benefits under this Plan.

                                   Article 14
                                      TRUST
                                      -----

14.1    Establishment of the Trust. In order to provide assets from which to
        --------------------------
        fulfill the obligations of the Participants and their Beneficiaries
        under the Plan, the Company may establish a Trust by a trust agreement
        with a third party, the Trustee, to which the Company may, in its
        discretion, contribute cash or other property, including securities
        issued by the Company. The Trustee shall be authorized, upon written
        instructions received from the Committee or investment manager
        appointed by the Committee, to invest and reinvest the assets of the
        Trust in accordance with the applicable trust agreement, including the
        disposition of Trust assets and reinvestment of the proceeds in one or
        more investment vehicles designated by the Committee or investment
        manager appointed by the Committee.

14.2    Interrelationship of the Plan and the Trust. The provisions of the Plan
        -------------------------------------------
        shall govern the rights of a Participant or Beneficiary to receive
        distributions pursuant to the Plan. The provisions of the Trust shall
        govern the rights of the Company, Participants, Beneficiaries and the
        creditors of the Company to the assets transferred to the Trust.

14.3    Distributions From the Trust. The Company's obligations under the Plan
        ----------------------------
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Company's
        obligations under this Plan.

                                   Article 15
                            MISCELLANEOUS PROVISIONS
                            ------------------------

15.1    Status of Plan. The Plan is intended to be a plan that is not qualified
        --------------
        within the meaning of Code Section 401(a) and that "is unfunded and is
        maintained by an employer primarily for the purpose of providing
        deferred compensation for a select group of management or highly
        compensated employees" within the meaning of ERISA Sections 201(2),
        301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
        in a manner consistent with that intent.

15.2    Unsecured General Creditor. Participants and their Beneficiaries,
        --------------------------
        heirs, successors and assigns shall have no legal or equitable rights,
        interests or claims in any property or assets of the Company. For
        purposes of the payment of benefits under this Plan, any and all of the
        Company's assets shall be, and remain, the general assets of the
        Company. The Company's obligation under the Plan shall be merely that
        of an unfunded and unsecured promise to pay money in the future.

15.3    Nonassignability. Neither a Participant nor any other person shall have
        ----------------
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate, alienate or
        convey in advance of actual receipt, any amounts payable hereunder, or
        any part thereof, which are, and all rights to which are expressly
        declared to be, non-assignable and non-transferable. No part of the
        amounts payable shall, prior to actual payment, be subject to seizure,
        attachment, garnishment or sequestration for the payment of any debts,
        judgments, alimony or separate maintenance owed by a Participant or any
        other person, be transferable by operation of law, including, but not
        limited to, a Participant's or any other person's bankruptcy or
        insolvency.

                                       15

<PAGE>

15.4    Not a Contract of Employment. Nothing contained in the Plan will give
        ----------------------------
        any Employee or Director the right to be retained in the employment of
        the Company or affect the right of the Company to dismiss any Employee
        or Director. The adoption and maintenance of the Plan will neither
        constitute a contract between the Company and any Employee or Director
        nor consideration for, or an inducement to or condition of, the
        employment or services of any Employee or Director.

15.5    Governing Law. Subject to ERISA, the provisions of this Plan shall be
        -------------
        construed and interpreted according to the internal laws of the State
        of California without regard to its conflicts of laws principles.

15.6    Notice. Any notice or filing required or permitted to be given to the
        ------
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by mail or private delivery service to the
        following address: Administrative Committee, c/o U.S. Retirement
        Benefits, Manager, Human Resources, Levi Strauss & Co., P.O. Box 7215,
        San Francisco, CA 94120.

        Alternatively, any notice or filing required or permitted to be given
        to the Committee under this Plan may be given in writing by facsimile
        or other electronic media, as determined to be acceptable by the
        Committee. Notice to the Committee shall be deemed given as of the date
        of actual receipt by the Committee.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered,
        or sent by mail or private delivery service to the last known address
        of such Participant appearing on the records of the Company, or sent by
        facsimile or other electronic media, as determined to be acceptable by
        the Committee. Notice to a Participant shall be deemed given when
        personally delivered, when sent by mail or private delivery service, or
        when successfully transmitted using facsimile or other electronic
        means.

15.7    Successors. The provisions of this Plan shall bind and inure to the
        ----------
        benefit of the Company and its successors and assigns and the
        Participant and the Participant's designated Beneficiaries.

15.8    Spouse's Interest. The interest in the benefits hereunder of a
        -----------------
        Participant's spouse who has predeceased the Participant shall
        automatically pass to the Participant and shall not be transferable
        prior to or upon death by such spouse in any manner, including but not
        limited to such spouse's will, nor shall such interest pass under the
        laws of intestate succession.

15.9    Validity. In case any provision of this Plan shall be illegal or
        --------
        invalid for any reason, such illegality or invalidity shall not affect
        the remaining parts hereof, but this Plan shall be construed and
        enforced as if such illegal or invalid provision had never been
        inserted herein.

15.10   Incompetent. If the Committee determines in its discretion that a
        -----------
        benefit under this Plan is to be paid to a minor, a person declared
        legally incompetent or to a person incapable of handling the
        disposition of that person's property, the Committee may direct payment
        of such benefit to the guardian, legal representative or person having
        the care and custody of such minor, incompetent or incapable person.
        The Committee may require proof of minority, incompetence, incapacity
        or guardianship, as it may deem appropriate prior to distribution of
        the benefit. Any payment of a benefit shall be a payment for the
        account of the Participant and the Participant's Beneficiary, as the
        case may be, and shall be a complete discharge of any liability under
        the Plan for such payment amount.

                                       16

<PAGE>

15.11   Distribution in the Event of Taxation. If, for any reason, all or any
        -------------------------------------
        portion of a Participant's benefits under this Plan becomes taxable to
        the Participant prior to receipt, a Participant may petition the
        Committee or Trustee for a distribution of that portion of his or her
        benefit that has become taxable. Upon the grant of such a petition,
        which grant shall not be unreasonably withheld, the Company shall
        distribute to the Participant immediately available funds in an amount
        equal to the taxable portion of his or her benefit (which amount shall
        not exceed a Participant's unpaid vested Account under the Plan). If
        the petition is granted, the tax liability distribution shall be made
        within ninety (90) days of the date when the Participant's petition is
        granted. Such a distribution shall affect and reduce the benefits to be
        paid under this Plan.

15.12   Insurance. The Company, on its own behalf or on behalf of the Trustee,
        ---------
        and, in its sole discretion, may apply for and procure insurance on the
        life of the Participant, in such amounts and in such forms as the Trust
        may choose. The Company or the Trustee, as the case may be, shall be
        the sole owner and beneficiary of any such insurance. The Participant
        shall have no interest whatsoever in any such policy or policies, and
        at the request of the Company shall submit to medical examinations and
        supply such information and execute such documents as may be required
        by the insurance company or companies to whom the Company has applied
        for insurance.

15.13   Effect on Other Plans. The benefits provided for a Participant and
        ---------------------
        Participant's Beneficiary under the Plan are in addition to any other
        benefits available to such Participant under any other plan or program
        for employees of the Company. The Plan shall supplement and shall not
        supersede, modify or amend any other such plan or program except as may
        otherwise be expressly provided.

                                      * * *

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
2002.



                                 LEVI STRAUSS & CO.

                                 By:    ______________________________________

                                 Title: ______________________________________

                                       17