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                                                                   Exhibit 10.65

                              RABBI TRUST AGREEMENT





                                 by and between




                               LEVI STRAUSS & CO.






                                       and





                      BOSTON SAFE DEPOSIT AND TRUST COMPANY

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                              PAGE
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<S>                                                                                                  <C>
1.  ESTABLISHMENT OF TRUST .........................................................................    1

2.  TRUST FUNDING REQUIREMENT ......................................................................    2

3.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES ..........................................    3

4.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT .......    4

5.  PAYMENTS TO COMPANY ............................................................................    5

6.  INVESTMENT AND ADMINISTRATIVE AUTHORITY ........................................................    6

7.  CONTRACTUAL SETTLEMENT AND INCOME; MARKET PRACTICE SETTLEMENTS .................................    8

8.  DISPOSITION OF INCOME ..........................................................................    9

9.  ACCOUNTING BY TRUSTEE ..........................................................................    9

10. RESPONSIBILITY OF TRUSTEE ......................................................................    9

11. COMPENSATION AND EXPENSES OF TRUSTEE ...........................................................   11

12. CHANGE OF CONTROL ..............................................................................   12

13. RESIGNATION AND REMOVAL OF TRUSTEE .............................................................   12

14. APPOINTMENT OF SUCCESSOR .......................................................................   13

15. AMENDMENT OR TERMINATION .......................................................................   13

16. MISCELLANEOUS ..................................................................................   14

17. RELIANCE OF REPRESENTATIONS ....................................................................   15
</TABLE>

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                                                                   Exhibit 10.65

                              RABBI TRUST AGREEMENT

         THIS RABBI TRUST AGREEMENT is effective this 1st day of January 1,
2003, by and between LEVI STRAUSS & CO. ("Company") and BOSTON SAFE DEPOSIT AND
TRUST COMPANY ("Trustee").

         WHEREAS, the Company has adopted the nonqualified deferred compensation
Plan listed in Appendix A (the "Plan" or, if additional plans are added,
collectively referred to as the "Plan");

         WHEREAS, the Company has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan (individually a "Participant" and collectively the "Participants");

         WHEREAS, the Company wishes to establish a trust (the "Trust") and to
contribute to the Trust the assets that shall be held therein, subject to the
claims of the Company's creditors in the event of the Company's Insolvency, as
defined in Section 4, until paid to Participants and their beneficiaries in such
manner and at such times as specified in the Plan and this Rabbi Trust
Agreement;

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended, ("ERISA") and benefits under an excess benefit plan as that term is
defined in Section 3(36) of ERISA to certain employees in excess of the
limitations on contributions and benefits imposed by ss.415 of the Internal
Revenue Code of 1986, as amended,; and;

         WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide a source of funds to meet its liabilities under the Plan.

         NOW THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

Section 1.     Establishment of Trust.

         (a)   The Company hereby establishes the Trust with the Trustee,
               consisting of such sums of money and other property acceptable to
               the Trustee as from time to time shall be paid and delivered to
               and accepted by the Trustee from the Company (the "Trust Fund").
               The Trustee shall have no duty to determine or collect
               contributions under the Plan and shall have no responsibility for
               any property until it is received and accepted by the Trustee.
               The Company shall have the sole duty and responsibility for the
               determination of the accuracy or sufficiency of the contributions
               to be made under the Plan.

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               All such money and other property paid or delivered to and
               accepted by the Trustee shall become the principal of the Trust
               to be held, administered and disposed of by the Trustee as
               provided in this Rabbi Trust Agreement.

         (b)   The Trust hereby established shall be irrevocable;
               notwithstanding the fact that the Trust is irrevocable, the
               Company may terminate the Plan (or any of them) at any time.

         (c)   The Trust is intended to be a grantor trust, of which the Company
               is the grantor, within the meaning of subpart E, part I,
               subchapter J, chapter 1, subtitle A of the Internal Revenue Code
               of 1986, as amended, and shall be construed accordingly. The
               Company represents and warrants to the Trustee that: (i) the Plan
               for which benefits are or may become payable under this Trust is
               not subject to Part 4 of Title I of ERISA; and (ii) the Plan
               covers, and will cover, only (x) a select group of management or
               highly compensated employees as contemplated by Section 401(a) of
               ERISA and interpretations, opinions, and rulings of the
               Department of Labor thereunder or (y) participants in an excess
               benefit plan as defined in Section 3(36) of ERISA.

         (d)   The principal of the Trust, and any earnings thereon shall be
               held separate and apart from other funds of the Company and shall
               be used exclusively for the purposes of paying Participants under
               the Plan, expenses of the Trust and, in the event of Insolvency,
               obligations of the Company to its general creditors as herein set
               forth. The Participants and their beneficiaries shall have no
               preferred claim on, nor any beneficial ownership interest in, any
               assets of the Trust. Any rights created under the Plan and this
               Rabbi Trust Agreement shall be unsecured contractual rights of
               the Participants and their beneficiaries against the Company. Any
               assets held by the Trust will be subject to the claims of the
               Company's general creditors under federal and state law in the
               event of Insolvency, as defined in Section 4(a) herein.

         (e)   In addition to the contributions necessary to meet the Trust
               Funding Requirement (as defined in Section 2), the Company, in
               its sole discretion, may at any time, or from time to time, make
               additional deposits of cash or other property in trust with the
               Trustee to augment the principal to be held, administered and
               disposed of by the Trustee as provided in this Rabbi Trust
               Agreement. Neither the Trustee nor any Participant or beneficiary
               shall have any right to compel such additional deposits.

Section 2.     Trust Funding Requirement

               From time to time but in no event less than annually, the Company
               shall determine the amount that would be needed to pay
               Participants and their beneficiaries the benefit which they have
               accrued pursuant to the terms of the Plan (as certified to the
               Trustee by the Company) as of the date of the valuation. For

                                       2

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               purposes of this valuation, the Company shall disregard the total
               amount credited to the LS&CO. Performance Tracking Vehicle Fund
               (as defined in the Plan) as of such valuation date. The remaining
               amount is referred to herein as the "Trust Funding Requirement."
               In the event that the fair market value of the Trust assets as of
               any valuation date before a Change of Control is less than 90% of
               the Trust Funding Requirement on such date , the Company shall
               make an additional contribution to the Trust in an amount
               sufficient to bring the fair market value of the assets in the
               Trust up to 90% of the Trust Funding Requirement as of the
               valuation date. Further, the Company shall establish the Trust
               Funding Requirement as of the date of any Change of Control. If
               the fair market value of the Trust Fund as of the valuation date
               is less than the Trust Funding Requirement on such date, the
               Company shall make an additional contribution so the value of
               trust assets equals the Trust Funding Requirement as of the
               valuation date. After a Change of Control, the Company shall
               establish the Trust Funding Requirement on a semi-annual basis
               and make additional contributions as necessary to bring the value
               of the Trust Fund up to the Trust Funding Requirement as of the
               valuation date. Contributions under this Section 2, if any, shall
               be made as soon as reasonably practicable after the Trust Funding
               Requirement is established for a valuation date.

               When computing the Trust Funding Requirement, the Company may
               exclude the benefits attributable to any participant if
               contributions to the Trust Fund on behalf of the participant
               could cause the participant to incur income tax liability on
               account of the contribution.

Section 3.     Payments to Plan Participants and Their Beneficiaries.

         (a)   The Company shall deliver to the Trustee a schedule (the "Payment
               Schedule") that indicates the amounts payable in respect of each
               Participant (and his or her beneficiaries), and that provides a
               formula or other instructions acceptable to the Trustee for
               determining the amounts so payable, the form in which such amount
               is to be paid (as provided for or available under the Plan), and
               the time of commencement for payment of such amounts. The Company
               shall be responsible for notifying the Trustee of any change in
               the information on the Payment Schedule. Except as otherwise
               provided herein, the Trustee shall make payments to the
               Participants and their beneficiaries in accordance with such
               Payment Schedule.

               It is the intent of the Company and the Trustee that the Company
               shall be responsible for determining and effecting all federal,
               state and local tax aspects of the Plan and the Trust Fund,
               including without limitation income taxes payable on the Trust
               Fund's income, if any, any required withholding of income or
               other payroll taxes in connection with the payment of benefits
               from the Trust Fund pursuant to the Plan, and all reporting
               required in connection with any such taxes. To the extent that
               the Company is required by applicable law to pay or withhold such
               taxes or to file such reports, such obligation shall be a
               responsibility

                                       3

<PAGE>

               allocated to the Company, as the case may be, hereunder. To the
               extent the Trustee is required by applicable law to pay or
               withhold such taxes or to file such reports, the Company shall
               inform the Trustee of such obligation, shall direct the Trustee
               with respect to the performance of such obligations and shall
               provide the Trustee with all information required by the Trustee
               to meet such obligations. Notwithstanding the foregoing, the
               Company may elect to pay any applicable taxes directly. In the
               event the Company pays taxes directly, such amounts may be
               reimbursed from Trust assets by the Trustee, provided that the
               Company certifies the amount of taxes paid directly and instructs
               the Trustee to remit a reimbursement of such taxes to the
               Company.

         (b)   The entitlement of a Participant or his or her beneficiaries to
               benefits under the Plan shall be determined by the Company or
               such party as it shall designate under the Plan, and any claim
               for such benefits shall be considered and reviewed under the
               procedures set out in the Plan. The Company shall notify the
               Trustee of such determination and shall direct commencement of
               payments of such benefits.

         (c)   The Company may make payment of benefits directly to the
               Participants or their beneficiaries as they become due under the
               terms of the Plan. The Company shall notify the Trustee of its
               decision to make payment of benefits directly prior to the time
               amounts are payable to Participants or their beneficiaries. If
               requested by the Company, the Trustee shall reimburse the Company
               for any benefits under the Plan and Trust which are paid by the
               Company or otherwise satisfied. In addition, if the principal of
               the Trust, together with any earnings thereon, are not sufficient
               to make payment of benefits in accordance with the terms of the
               Plan, the Company shall immediately make up the balance of each
               such payment as it falls due. The Trustee shall notify the
               Company when principal and earnings are not sufficient.

Section 4.     Trustee Responsibility  regarding Payments to Trust Beneficiary
               When Company Is or Is Alleged to Be Insolvent.

         (a)   The Trustee shall cease payment of benefits to the Participants
               and their beneficiaries if the Company is Insolvent. The Company
               shall be considered "Insolvent" for purposes of this Rabbi Trust
               Agreement if (i) the Company is unable to pay its debts as they
               become due, or (ii) the Company is subject to a pending
               proceeding as a debtor under the United States Bankruptcy Code. A
               determination of Insolvency under the terms of this Rabbi Trust
               Agreement does not constitute an admission of insolvency by the
               Company for any other purpose.

         (b)   At all times during the continuance of this Trust, as provided in
               Section 1(d) hereof, the principal and income of the Trust shall
               be subject to claims of general creditors of the Company under
               federal and state law as set forth below.

               (1) The Board of Directors and the Chief Executive Officer of the
                   Company shall have the duty to inform the Trustee in writing
                   of the Company's

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                   Insolvency. If a person claiming to be a creditor of the
                   Company alleges in writing to the Trustee that the Company
                   has become Insolvent, the Trustee shall determine whether the
                   Company is Insolvent and, pending such determination, the
                   Trustee shall discontinue payment of benefits to the
                   Participants or their beneficiaries. In all cases, the
                   Trustee shall be entitled to conclusively rely upon the
                   written certification of the Board of Directors or the Chief
                   Executive Officer of the Company when determining whether the
                   Company is Insolvent.

               (2) Unless the Trustee has received notice from the Company or a
                   person claiming to be a creditor alleging that the Company is
                   Insolvent, the Trustee shall have no duty to inquire whether
                   the Company is Insolvent. The Trustee may in all events rely
                   on such evidence concerning the Company's solvency as may be
                   furnished to the Trustee and that provides the Trustee with a
                   reasonable basis for making a determination concerning the
                   Company's solvency.

               (3) If at any time the Trustee has determined that the Company is
                   Insolvent, the Trustee shall discontinue payments to the
                   Participants or their beneficiaries and shall hold the assets
                   of the Trust for the benefit of the Company's general
                   creditors except that the Trustee's fees and expenses may
                   continue to be paid pursuant to Section 11 subject to any
                   applicable bankruptcy rules. Nothing in this Rabbi Trust
                   Agreement shall in any way diminish any rights of the
                   Participants or their beneficiaries to pursue their rights as
                   general creditors of the Company with respect to benefits due
                   under the Plan or otherwise.

               (4) The Trustee shall resume the payment of benefits to the
                   Participants or their beneficiaries in accordance with
                   Section 3 of this Rabbi Trust Agreement only after the
                   Trustee has determined that the Company is not Insolvent (or
                   is no longer Insolvent).

         (c)   Provided that there are sufficient assets if the Trustee
               discontinues the payment of benefits from the Trust pursuant to
               Section 4(b) hereof and subsequently resumes such payments, the
               first payment following such discontinuance shall include the
               aggregate amount of all payments due to the Participants or their
               beneficiaries under the terms of the Plan (as certified to the
               Trustee by the Company) for the period of such discontinuance
               less the aggregate amount of any payments made to the
               Participants or their beneficiaries by the Company in lieu of the
               payments provided for hereunder during any such period of
               discontinuance.

Section 5.     Payments to Company.

               Except as otherwise specifically provided in this Rabbi Trust
               Agreement, the Company shall have no right or power to direct the
               Trustee to return to the Company or to divert to others any of
               the Trust assets before all payment of

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               benefits has been made to the Participants and their
               beneficiaries pursuant to the terms of the Plan (as certified to
               the Trustee by the Company). Notwithstanding the above, in the
               event that the Company reasonably determines as of any valuation
               date that the fair market value of Trust assets exceeds 110% of
               the Trust Funding Requirement (the amount of such excess over
               110% referred to hereinafter as "Trust Surplus"), then the
               Company may direct the Trustee to transfer to the Company such
               assets as shall be designated by the Company in an amount not to
               exceed the Trust Surplus. The Trustee shall be entitled to rely
               solely on the Company's representation that the amounts directed
               to be returned to the Company do not exceed the applicable Trust
               Surplus and shall have no duty to review the Company's
               determination of the amount of the Trust Surplus. In addition,
               the Company may direct the Trustee to transfer to the Company
               Trust Fund assets in an amount necessary to avoid triggering
               taxable income to a Participant or beneficiary if such
               Participant or beneficiary would be required to recognize income
               tax on such funds if they remain in the Trust. The Trustee shall
               be entitled to rely solely on the Company's representation that
               the amount directed to be returned to the Company could become
               taxable to a Participant or beneficiary and shall have no duty to
               review the Company's determination of the amount.

Section 6.     Investment and Administrative Authority.

         (a)   Prior to a Change of Control the Company shall establish and
               maintain written investment guidelines (the "Investment
               Guidelines"), which may be revised by the Company from time to
               time, for the investment of the assets in the Trust Fund. The
               Trust Fund shall at all times be managed in accordance with the
               Investment Guidelines then in effect. The Company may appoint and
               remove one or more investment managers from time to time to
               manage specified portions of the Trust Fund. To the extent that
               assets of the Trust Fund are not so managed by an investment
               manager appointed by the Company, the Company shall manage all
               such assets. The Company and each investment manager shall
               designate in writing the persons who are authorized to represent
               such party in dealing with the Trustee. Except as provided in
               subsection (b) below, the Trustee shall have no investment duties
               for the Trust Fund. The Trustee shall have no duty to inquire
               whether investment directions received from the Company or an
               investment manager are in accordance with the Plan or the
               Investment Guidelines, or to review the assets purchased,
               retained or sold.

         (b)   After a Change of Control, the Trustee shall have and exercise
               sole investment discretion with respect to all of the Trust Fund
               in accordance with the Investment Guidelines in effect
               immediately prior to a Change of Control, a copy of which shall
               be provided prior to a Change of Control to the Trustee by the
               Company. The Trustee's sole responsibility with regard to
               investment discretion shall be to exercise such discretion in
               accordance with the Investment Guidelines. Thereafter, the
               Investment Guidelines may be changed from time to time by mutual
               agreement of the Trustee and the Company. The Trustee may, in its
               sole

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               discretion, appoint, retain or terminate an investment manager
               (including any affiliate of the Trustee) to manage all or a
               portion of the Trust Fund in accordance with the current
               Investment Guidelines.

         (c)   The Company shall have the right at any time, and from time to
               time, in its sole discretion, to substitute assets of equal fair
               market value for any asset held by the Trust. This right is
               exercisable by Company in a non-fiduciary capacity without the
               approval or consent of any person in a fiduciary capacity.

         (d)   In addition to those powers conferred by law, the Trustee shall
               have the following powers:

               (1) The Trustee may invest and reinvest the principal and income
                   of the Trust and keep it invested, without distinction
                   between principal and income, in any security or property
                   pursuant to the direction of the Company or an investment
                   manager appointed by the Company prior to a Change of Control
                   and in the Trustee's sole discretion after a Change of
                   Control; provided, however, that in no event may the Trustee
                   invest in securities (including stock or rights to acquire
                   stock) or obligations issued by the Company, other than a de
                   minimis amount held in common investment vehicles in which
                   the Trustee invests. Also, in no event shall the Trust be
                   invested in real estate. For this purpose, "real estate"
                   includes, but is not limited to, real property, leaseholds,
                   mineral interests, and any form of assets which is secured by
                   any of the foregoing. All rights associated with assets of
                   the Trust shall be exercised by the Trustee or the person
                   designated by the Trustee, and shall in no event be
                   exercisable by or rest with the Participants.

               (2) The Trustee may collect and receive any and all money and
                   other property due the Trust and give full discharge
                   therefor.

               (3) The Trustee may deposit cash into interest  bearing accounts
                   in the banking department of the Trustee or an affiliated
                   banking organization;

               (4) The Trustee may purchase, enter, sell, hold, and generally
                   deal in any manner in and with contracts for the immediate or
                   future delivery of financial instruments of any issuer or of
                   any other property and may also grant, purchase, sell,
                   exercise, permit to expire, permit to be held in escrow, or
                   otherwise acquire, dispose of, hold and generally deal in any
                   manner with and in all forms of options or any combination
                   thereof pursuant to the direction of the Company or an
                   investment manager appointed by the Company prior to a Change
                   of Control, and in the Trustee's sole discretion after a
                   Change of Control provided that such investments are in
                   accordance with the Investment Guidelines.

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               (5) The Trustee may settle, compromise or submit to arbitration
                   any claims, debt or damages due or owing to or from the
                   Trust; the Trustee may also commence or defend suits or legal
                   proceedings to protect any interest of the Trust, and may
                   represent the Trust in all suits or legal proceedings in any
                   court or before any other body or tribunal.

               (6) The Trustee may take all action necessary to pay for
                   authorized transactions, including the temporary advancement
                   of cash or securities to settle security purchases and/or
                   foreign exchange or contracts for foreign exchange and any
                   property at any time held in the Trust Fund shall be security
                   therefore to the extent of such advancement until it is
                   repaid.

               (7) The Trustee may appoint custodians, subcustodians or
                   subtrustees, domestic or foreign (including affiliates of the
                   Trustee), as to part or all of the Trust. The Trustee shall
                   not be responsible or liable for any losses or damages
                   suffered by the Company arising as a result of the insolvency
                   of any custodian, subcustodian or subtrustee, except to the
                   extent the Trustee was negligent in its selection or
                   continued retention of such custodian, subcustodian or
                   subtrustee. In no event shall Trustee be liable for the acts
                   or omissions of any custodian, subcustodian or subtrustee
                   appointed pursuant to the direction of the Company or an
                   investment manager.

               (8) The Trustee may hold property in nominee name, in bearer
                   form, or in book entry form, in a clearinghouse corporation
                   or in a depository (including an affiliate of the Trustee),
                   so long as the Trustee's records clearly indicate that the
                   assets held are a part of the Trust. The Trustee shall not be
                   responsible for any losses resulting from the deposit or
                   maintenance of securities or other property (in accordance
                   with market practice, custom, or regulation) with any
                   recognized foreign or domestic clearing facility, book-entry
                   system, centralized custodial depository, or similar
                   organization.

               (9) The Trustee may generally do all acts, whether or not
                   expressly authorized, which the Trustee may deem necessary or
                   desirable for the protection of the Trust.

Section 7.     Settlement and Income; Market Practice Settlements.

       (a)     In accordance with the Trustee's standard operating procedure,
               the Trustee shall credit the Trust Fund with income, which shall
               include interest, dividends and return of capital, and maturity
               proceeds on securities on contractual payment date net of any
               taxes or upon actual receipt. To the extent the Trustee credits
               income on contractual payment date, the Trustee may reverse such
               accounting entries to the contractual payment date if the Trustee
               reasonably believes that such amount will not be received.

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       (b)     In accordance with the Trustee's standard operating procedure,
               the Trustee will attend to the settlement of securities
               transactions on the basis of either contractual settlement date
               accounting or actual settlement date accounting. To the extent
               the Trustee settles certain securities transactions on the basis
               of contractual settlement date accounting, the Trustee may
               reverse to the contractual settlement date any entry relating to
               such contractual settlement if the Trustee reasonably believes
               that such amount will not be received.

       (c)     Settlements of transactions may be effected in trading and
               processing practices customary in the jurisdiction or market
               where the transaction occurs. The Company acknowledges that this
               may, in certain circumstances, require the delivery of cash or
               securities (or other property) without the concurrent receipt of
               securities (or other property) or cash. In such circumstances,
               the Trustee shall have no responsibility for nonreceipt of
               payment (or late payment) or nondelivery of securities or other
               property (or late delivery) by the counterparty.

Section 8.     Disposition of Income.

               During the term of this Trust, all income received by the Trust,
               net of expenses and taxes, shall be accumulated and reinvested.

Section 9.     Accounting by Trustee.

               The Trustee shall keep accurate and detailed records of all
               investments, receipts, disbursements, and all other transactions
               required to be made, including such specific records as shall be
               agreed upon in writing between the Company and the Trustee.
               Within sixty (60) days following the close of each calendar year
               and within ninety (90) days after the removal or resignation of
               the Trustee, the Trustee shall deliver to the Company a written
               account of its administration of the Trust during such year or
               during the period from the close of the last preceding year to
               the date of such removal or resignation, setting forth all
               investments, receipts, disbursements and other transactions
               effected by it, including a description of all securities and
               investments purchased and sold with the cost or net proceeds of
               such purchases or sales (accrued interest paid or receivable
               being shown separately), and showing all cash, securities and
               other property held in the Trust at the end of such year or as of
               the date of such removal or resignation, as the case may be. If,
               within 120 days after the Trustee mails to the Company a
               statement with respect to the Trust, the Company has not given
               the Trustee written notice of any exception or objection thereto,
               the statement shall be deemed to have been approved, and in such
               case, the Trustee shall not be liable for any matters in such
               statements. The Company or its agent shall have the right at its
               own expense and with prior written notice to the Trustee to
               inspect the Trustee's books and records directly relating to the
               Trust Fund during normal business hours.

Section 10.    Responsibility of Trustee.

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        (a)    The Trustee shall act with the care, skill, prudence and
               diligence under the circumstances then prevailing that a prudent
               person acting in like capacity and familiar with such matters
               would use in the conduct of an enterprise of a like characterand
               with like aims, provided, however, that the Trustee shall incur
               no liability to any person for any action taken pursuant to a
               direction, request or approval given by the Company which is
               contemplated by, and in conformity with, the terms of the Plan
               (as certified to the Trustee by the Company) or this Trust and is
               given in writing by the Company. In the event of a dispute
               between the Company and a third party, the Trustee may apply to a
               court of competent jurisdiction to resolve the dispute.

        (b)    The Trustee is not a party to and has no duties or
               responsibilities under the Plan other than those that may be
               expressly contained in this Rabbi Trust Agreement. In any case in
               which a provision of this Rabbi Trust Agreement conflicts with
               any provision in the Plan, this Rabbi Trust Agreement shall
               control.

        (c)    The Trustee shall not be responsible for the title, validity or
               genuineness of any property or evidence of title thereto received
               by it or delivered by it pursuant to this Rabbi Trust Agreement
               and shall be held harmless in acting upon any notice, request,
               direction, instruction, consent, certification or other
               instrument believed by it to be genuine and delivered by the
               proper party or parties.

        (d)    The Company agrees to indemnify and hold harmless the Trustee,
               its parent, subsidiaries and affiliates, and each of their
               respective officers, directors, employees and agents from and
               against all liability, loss and expense, including reasonable
               attorneys' fees and expenses incurred by the Trustee or any of
               the foregoing indemnitees arising out of or in connection with
               this Rabbi Trust Agreement, except as a result of the Trustee's
               own negligence, willful misconduct, bad faith or breach of this
               Agreement or of its fiduciary duties . The Trustee shall be fully
               indemnified by the Company for any action taken in accordance
               with, or any failure to act in the absence of, the Company's or
               an investment manager's directions. If the Trustee undertakes or
               defends any litigation arising in connection with this Trust, the
               Company agrees to indemnify the Trustee against the Trustee's
               costs, expenses and liabilities (including, without limitation,
               attorneys' fees and expenses) relating thereto and to be
               primarily liable for such payments except where the Trustee is
               determined to be liable due to its negligence, willful
               misconduct, bad faith, or breach of this Rabbi Trust Agreement or
               of its fiduciary duties. If the Company does not pay such costs,
               expenses and liabilities in a reasonably timely manner, the
               Trustee may obtain payment from the Trust. This Section 10(d)
               shall survive the termination of this Rabbi Agreement.

        (e)    The Trustee may consult with legal counsel (who may also be
               counsel for the Company generally) with respect to any of its
               duties or obligations hereunder and as a part of its reimbursable
               expenses under this Agreement, pay counsel's reasonable
               compensation and expenses. The Trustee shall be entitled to rely
               on

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               and may act upon advice of counsel on all matters, and shall be
               without liability for any action reasonably taken or omitted
               pursuant to such advice.

        (f)    The Trustee may hire agents, accountants, actuaries, investment
               advisors, financial consultants or other professionals, including
               affiliates, to assist it in performing any of its duties or
               obligations hereunder.

        (g)    The Trustee shall have without exclusion, all powers conferred on
               Trustees by applicable law, unless expressly provided otherwise
               herein, provided, however, that if an insurance policy is held as
               an asset of the Trust, the Trustee shall have no power to name a
               beneficiary of the policy other than the Trust, to assign the
               policy (as distinct from conversion of the policy to a different
               form) other than to a successor Trustee, or to loan to any person
               the proceeds of any borrowing against such policy.

        (h)    Notwithstanding any powers granted to the Trustee pursuant to
               this Trust Agreement or to applicable law, the Trustee shall not
               have any power that could give this Trust the objective of
               carrying on a business and dividing the gains therefrom, within
               the meaning of Section 301.7701-2 of the Procedure and
               Administrative Regulations promulgated pursuant to the Internal
               Revenue Code.

        (i)    Notwithstanding anything in this Rabbi Trust Agreement to the
               contrary contained herein, the Trustee shall not be responsible
               or liable for any losses to the Trust resulting from any event
               beyond the reasonable control of the Trustee, its agents or
               custodians, including but not limited to nationalization,
               strikes, expropriation, devaluation, seizure, or similar action
               by any governmental authority, de facto or de jure; or enactment,
               promulgation, imposition or enforcement by any such governmental
               authority of currency restrictions, exchange controls, levies or
               other charges affecting the Trust's property; or the breakdown,
               failure or malfunction of any utilities or telecommunications
               systems; or any order or regulation of any banking or securities
               industry including changes in market rules and market conditions
               affecting the execution or settlement of transactions; or acts of
               war, terrorism, insurrection or revolution; or acts of God; or
               any other similar event. This Section shall survive the
               termination of this Rabbi Trust Agreement.

        (j)    The Trustee shall not be liable for any act or omission of any
               other person, except to the extent that such person is an agent
               of the Trustee (not appointed pursuant to the direction of the
               Company or an investment manager) or under the control of the
               Trustee, in carrying out any responsibility imposed upon such
               person and under no circumstances shall the Trustee be liable for
               any indirect, consequential, or special damages with respect to
               its role as Trustee.

Section 11.    Compensation and Expenses of Trustee.

               The Company shall pay all Trustee's fees and expenses necessary
               for the Trustee to fulfill its duties hereunder as mutually
               agreed between the parties. If not so

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               paid within sixty (60) days after an invoice is sent to the
               Company, the fees and expenses shall be paid from the Trust. The
               Company acknowledges that as part of the Trustee's compensation,
               the Trustee may earn interest on balances including disbursement
               balances and balances arising from purchase and sale
               transactions. If the Trustee advances cash or securities to the
               Trust for any purpose, or in the event that the Trustee shall
               incur or be assessed taxes, interest, charges, expenses,
               assessments, or other liabilities in connection with the
               performance of this Rabbi Trust Agreement, except such as may
               arise from its own negligent failure to act or willful
               misconduct, any property at any time held in the Trust Fund shall
               be, to the extent of the advance, security therefor and the
               Trustee shall be entitled to collect from the Trust sufficient
               cash for reimbursement, and if such cash is insufficient, dispose
               of the assets of the Trust Fund to the extent necessary to obtain
               reimbursement. To the extent the Trustee advances funds to the
               Trust for disbursements or to effect the settlement of purchase
               transactions, the Trustee shall be entitled to collect from the
               Trust either (i) with respect to domestic assets, an amount equal
               to what would have been earned on the sums advanced (an amount
               approximating the "federal funds" interest rate) or (ii) with
               respect to non-domestic assets, the rate applicable to the
               appropriate foreign market.

Section 12.    Change of Control

        (a)    For purposes of this Rabbi Trust Agreement, the term "Change of
               Control" has the meaning given it in the U.S. Dollar Indenture,
               dated as of January 18, 2001, between the Company and Citibank,
               N.A. (the "Indenture"), as in effect on the date of this Rabbi
               Trust Agreement and without regard to any subsequent (i)
               amendment or termination of the Indenture or (ii) full payment or
               defeasance of the securities issued under, or other discharge of
               the Company's liabilities under, the Indenture.

        (b)    The Company shall have the duty to inform the Trustee in writing
               upon the occurrence of a Change of Control. The Trustee shall be
               entitled to conclusively rely upon such written certification of
               the Company and shall have no responsibility or liability for
               determining whether a Change of Control has occurred.

Section 13.    Resignation and Removal of Trustee.

        (a)    The Trustee may resign at any time by written notice to the
               Company, which shall be effective sixty (60) days after receipt
               of such notice unless the Company and the Trustee agree
               otherwise.

        (b)    The Trustee may be removed by the Company on sixty (60) days
               notice or upon shorter notice accepted by the Trustee, except
               that after a Change of Control as defined herein, the Trustee may
               not be removed by the Company for one year.

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        (c)    Upon resignation or removal of the Trustee and appointment of a
               successor Trustee, all assets shall subsequently be transferred
               to the successor Trustee. The transfer shall be completed within
               ninety (90) days after receipt of the notice of resignation,
               removal or transfer, unless the Company extends the time limit.

        (d)    If the Trustee resigns or is removed, a successor shall be
               appointed in accordance with Section 14 hereof by the effective
               date of resignation or removal under paragraphs (a) or (b) of
               this Section. If no such appointment has been made, the Trustee
               may apply to a court of competent jurisdiction for appointment of
               a successor or for instructions. The Trustee shall continue to
               fulfill its duties hereunder and shall receive compensation
               pursuant to Section 11 until the successor's appointment is
               effective. All expenses of the Trustee in connection with the
               proceeding shall be allowed as administrative expenses of the
               Trust.

        (e)    If the Trustee resigns within one year of a Change of Control, as
               defined herein, the Trustee shall select a successor Trustee in
               accordance with the provisions of Section 14(c) hereof prior to
               the effective date of the Trustee's resignation.

Section 14.    Appointment of Successor.

        (a)    If the Trustee resigns or is removed in accordance with Section
               13 (a) or (b) hereof, the Company shall appoint any third party,
               such as a bank trust department or other party that may be
               granted corporate trustee powers under state law, as a successor
               to replace the Trustee upon such resignation or removal. The
               appointment shall be effective when accepted in writing by the
               new Trustee, who shall have all of the rights and powers of the
               former Trustee, including ownership rights in the Trust assets.
               The former Trustee shall execute any instrument necessary or
               reasonably requested by the Company or the successor Trustee to
               evidence the transfer.

        (b)    The successor Trustee need not examine the records and acts of
               any prior Trustee and shall not be responsible for and the
               Company shall indemnify and defend the successor Trustee from any
               claim or liability resulting from any action or inaction of any
               prior Trustee or from any other past event, or any condition
               existing at the time it becomes successor Trustee.

        (c)    If the Trustee resigns pursuant to the provisions of Section
               13(e) hereof and selects a successor Trustee, the Trustee may
               appoint any third party such as a bank trust department or other
               party that may be granted corporate trustee powers under state
               law. The appointment of a successor Trustee shall be effective
               when accepted in writing by the new Trustee. The new Trustee
               shall have all the rights and powers of the former Trustee,
               including ownership rights in Trust assets. The former Trustee
               shall execute any instrument necessary or reasonably requested by
               the successor Trustee to evidence the transfer.

Section 15.    Amendment or Termination.

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<PAGE>

        (a)    Subject to Section 15(c), this Rabbi Trust Agreement may be
               amended by a written instrument which is executed by the Trustee
               and Company and which recites that it is an amendment to this
               Rabbi Trust Agreement. Notwithstanding the foregoing, no such
               amendment shall conflict with the terms of the Plan (as certified
               to the Trustee by the Company) or shall make the Trust revocable.

        (b)    The Trust shall not terminate until the date on which the
               Participants and their beneficiaries are no longer entitled to
               benefits pursuant to the terms of the Plan (as certified to the
               Trustee by the Company). Upon termination of the Trust any assets
               remaining in the Trust shall be returned to the Company.

        (c)    Notwithstanding any other provision in this Rabbi Trust
               Agreement, this Rabbi Trust Agreement may not be amended within
               one year after the occurrence of a Change of Control, unless the
               Trustee determines, in its discretion, that such amendment is
               necessary for the administration of the trust and does not
               conflict with or alter the provisions of the Plan.

Section 16.    Miscellaneous.

        (a)    Neither the Company nor the Trustee may assign this Rabbi Trust
               Agreement without the prior written consent of the other, except
               that the Trustee may assign its rights and delegate its duties
               hereunder to any corporation or entity which directly or
               indirectly is controlled by, or is under common control with, the
               Trustee. This Rabbi Trust Agreement shall be binding upon, and
               inure to the benefit of, the Company and the Trustee and their
               respective successors and permitted assigns. Any entity which
               shall by merger, consolidation, purchase, or otherwise, succeed
               to substantially all the trust business of the Trustee shall,
               upon such succession and without any appointment or other action
               by the Company, be and become successor trustee hereunder, upon
               notification to the Company

        (b)    Any provision of this Rabbi Trust Agreement prohibited by law
               shall be ineffective to the extent of any such prohibition,
               without invalidating the remaining provisions hereof.

        (c)    Benefits payable to Participants and their beneficiaries under
               this Rabbi Trust Agreement may not be anticipated, assigned
               (either at law or in equity), alienated, pledged, encumbered or
               subjected to attachment, garnishment, levy, execution or other
               legal or equitable process.

        (d)    Notwithstanding anything to the contrary contained elsewhere in
               this Rabbi Trust Agreement, any reference to the Plan or Plan
               provisions which require knowledge or interpretation of the Plan
               shall impose a duty upon the Company to communicate such
               knowledge or interpretation to the Trustee. The Trustee shall
               have no obligation to know or interpret any portion of the Plan
               and shall in no way be liable for any proper action taken
               contrary to the Plan.

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        (e)    This Rabbi Trust Agreement shall be governed by and construed in
               accordance with the laws of the Commonwealth of Massachusetts.
               The parties hereby expressly waive, to the full extent permitted
               by applicable law, any right to trial by jury with respect to any
               judicial proceeding arising from or related to this Rabbi Trust
               Agreement.

Section 17.    Reliance of Representations.

        (a)    The Company and the Trustee each acknowledge that the other will
               be relying, and shall be entitled to rely, on the
               representations, undertakings and acknowledgments of the other as
               set forth in this Rabbi Trust Agreement. The Company and the
               Trustee each agree to notify the other promptly if any of its
               representations, undertakings, or acknowledgments set forth in
               this Rabbi Trust Agreement ceases to be true.

        (b)    The Company and the Trustee hereby each represent and warrant to
               the other that it has full authority to enter into this Agreement
               upon the terms and conditions hereof and that the individual
               executing this Rabbi Trust Agreement on their behalf has the
               requisite authority to bind the Company and the Trustee to this.

The parties have executed this Rabbi Trust Agreement as of the dates set forth
below.

LEVI STRAUSS & CO.

By: _____________________________________________

Name: ___________________________________________

Title: __________________________________________

Date: ___________________________________________



BOSTON SAFE DEPOSIT AND TRUST COMPANY


By: _____________________________________________

Name: ___________________________________________

Title: __________________________________________

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Date: ___________________________________________

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<PAGE>

                              RABBI TRUST AGREEMENT
      Between Levi Strauss & Co. and Boston Safe Deposit and Trust Company

                                   APPENDIX A

Name of Plan

The Levi Strauss & Co. Deferred Compensation Plan for Executives and Outside
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Directors
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