LEVI STRAUSS & CO
CAPITAL ACCUMULATION PLAN (BOOKLET)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex10-52.txt
<DESCRIPTION>CAPITAL ACCUMULATION PLAN (BOOKLET)
<TEXT>


                                                                   EXHIBIT 10.52












                          CAPITAL ACCUMULATION PLAN OF
                               LEVI STRAUSS & CO.
              (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 26, 2001)

                       PLAN DOCUMENT AND EMPLOYEE BOOKLET

                               __________________



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                 CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO.
              (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 26, 2001)

                       PLAN DOCUMENT AND EMPLOYEE BOOKLET


INTRODUCTION                Beginning in 1996, Levi  Strauss  &  Co.  ("LS&CO.")
                            established the Capital Accumulation  Plan  of  Levi
                            Strauss & Co. (the  "Plan").  The  Plan  provides  a
                            vehicle  by  which  certain  eligible  employees  of
                            LS&CO. or its subsidiaries  that  participate  under
                            the    Employee    Investment   Plan   (the   "EIP")
                            (collectively,  the  "Company") can supplement their
                            retirement savings  by  contributing  a  portion  of
                            their   eligible   compensation   through  after-tax
                            payroll   deduction   upon   reaching   the  maximum
                            contribution amount allowed under the EIP.  Eligible
                            after-tax contributions under the Plan are deposited
                            into an individual retail brokerage account  offered
                            by Charles Schwab & Co., Inc. (the "Account"), which
                            must be  established  through  LS&CO.  In  addition,
                            after  completing  one  year  of  service  with  the
                            Company,  each  eligible  employee  who  contributes
                            under the Plan through after-tax  payroll  deduction
                            may  be  eligible  to  receive  a  Company  matching
                            contribution in his or her Account.

                            The benefits and other provisions described in  this
                            Plan Document and  Employee  Booklet  are  effective
                            only if you are eligible to participate and become a
                            participant in the Plan.

                            THE COMPANY DOES NOT ENDORSE, RECOMMEND OR GUARANTEE
                            ANY  INVESTMENT  OR  SERVICE  OFFERED,  PROVIDED  OR
                            PROMISED BY CHARLES SCHWAB  &  CO.,  INC.  ("CHARLES
                            SCHWAB")   OR  ANY  OTHER  OFFEROR  OF  INVESTMENTS.
                            BECAUSE THE ACCOUNT IS A REGULAR  INDIVIDUAL  RETAIL
                            BROKERAGE ACCOUNT, YOU ARE  SOLELY  RESPONSIBLE  FOR
                            SELECTING AND MONITORING  YOUR  INVESTMENT  CHOICES,
                            PAYING RELATED  COMMISSIONS  AND  CHARGES,  AND  FOR
                            INVESTMENT RESULTS FROM PARTICIPATING IN  THE  PLAN.
                            COMPANY INVOLVEMENT IS LIMITED TO ESTABLISHING  YOUR
                            AFTER-TAX  PAYROLL  DEDUCTION,  AND  DETERMINING AND
                            MAKING THE MATCHING CONTRIBUTION, IF ANY. ALL FUNDS
                            CONTRIBUTED BY YOU AND THE COMPANY  UNDER  THE  PLAN
                            ARE DEPOSITED INTO YOUR ACCOUNT. NEITHER THE COMPANY
                            NOR ANY TRUST HOLDS ANY OF THESE FUNDS.


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WHO IS ELIGIBLE TO          During  any "Plan  Year,"  as  defined  below,   you
PARTICIPATE IN  THE         are  eligible  to participate in the Plan if you are
PLAN?                       currently  employed by the Company and meet  ALL  of
                            the following requirements:

                                       [ ]  You are eligible to participate  and
                                            elected to  participate in  the  EIP
                                            during the Plan Year; and

                                       [ ]  With respect to the EIP:

                                            (1)   You  contributed  the  maximum
                                                  amount permitted under the EIP
                                                  during   the  Plan  Year.  For
                                                  example,  for  the  Plan  Year
                                                  ending in November  2002,  the
                                                  maximum amount that you  could
                                                  contribute  to  the  EIP   was
                                                  $17,000;  however,  this  will
                                                  increase to  $20,000  for  the
                                                  Plan Year ending  in  November
                                                  2003; or

                                            (2)   You  received  your AIP  bonus
                                                  in the same  pay  period  that
                                                  you  contributed  the  maximum
                                                  amount  of  pre-tax  contribu-
                                                  tions permitted under the  EIP
                                                  during the calendar year.  For
                                                  example, for the calendar year
                                                  ending in December 2002,  the
                                                  maximum   amount  of   pre-tax
                                                  contributions that  you  could
                                                  contribute   to  the  EIP  was
                                                  $11,000.

                            The "Plan Year" for  the  Plan  is  LS&CO.'s  fiscal
                            year,  which   ends  on  the  last  Sunday  of  each
                            November.

HOW CAN I ENROLL IN         If you are eligible to  participate  in the Plan and
THE PLAN?                   have   an   existing  Account,   then  you  will  be
                            automatically enrolled in the  Plan.  In  the  event
                            that you do not have an existing Account,  you  must
                            submit a completed and signed "Charles Schwab & Co.,
                            Inc. account application form"  to  U.S.  Retirement
                            Benefits (and NOT to Charles Schwab)  to  enroll  in
                            the Plan. Please send the form  to: Levi  Strauss  &
                            Co., U.S. Retirement Benefits, 1155  Battery  Street
                            KO/1, San Francisco, CA 94111.

WHEN WILL I BECOME A        If you  are  eligible  to  participate   and  become
PARTICIPANT?                enrolled in the Plan, you will become a  participant
                            in the Plan as of the date on which  your  after-tax
                            contributions are credited to your Account.  If  you
                            properly set up your Account by the  pay  period  in
                            which you contributed the maximum amount  under  the
                            EIP, your after-tax  contributions  through  payroll
                            will begin to be credited to your Account as of  the
                            following pay period. If you do not have an existing
                            Account  at  the  time  you  become  eligible,  your
                            after-tax contributions will  usually  begin  to  be
                            credited to your Account within three or four  weeks
                            after   your   Account  is  established.  EXCEPT  AS
                            PROVIDED BELOW, YOU WILL NOT BE  PERMITTED  TO  MAKE
                            ANY RETROACTIVE CONTRIBUTIONS TO THE PLAN.


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HOW LONG CAN I              You   can  continue  to   participate  in  the  Plan
PARTICIPATE IN THE          through the last pay  period  in  December  of  each
PLAN?                       year,  provided  that you continue to be paid on the
                            Home Office payroll of LS&CO. through such date.  If
                            you cease being paid  on  the  Home  Office  payroll
                            before such date, then your participation under  the
                            Plan will cease as of the last pay period  in  which
                            you are paid on the Home Office payroll of LS&CO.

                            EXAMPLE. JEAN IS PAID ON THE HOME OFFICE PAYROLL  OF
                            LS&CO. DURING THE 2002 AND  2003  PLAN  YEARS.  JEAN
                            PARTICIPATED IN THE EIP DURING THE  2002  PLAN  YEAR
                            AND CONTRIBUTED 10% OF HER EIP COVERED COMPENSATION.
                            IN THE FIRST PAY PERIOD OF APRIL 2002, JEAN  REACHED
                            THE MAXIMUM CONTRIBUTION AMOUNT UNDER  THE  EIP  FOR
                            THAT PLAN YEAR (I.E., $17,000) AND HAD  AN  EXISTING
                            ACCOUNT. BEGINNING WITH THE NEXT PAY PERIOD OF APRIL
                            2002, SHE BECAME A PARTICIPANT IN THE PLAN. JEAN MAY
                            CONTINUE PARTICIPATING IN THE PLAN  UNTIL  THE  LAST
                            PAY PERIOD IN DECEMBER 2002. AS  OF  THE  FIRST  PAY
                            PERIOD IN JANUARY 2003, JEAN WILL AGAIN BE  ELIGIBLE
                            TO MAKE PRE-TAX CONTRIBUTIONS UNDER THE EIP. IF JEAN
                            CONTRIBUTES THE MAXIMUM AMOUNT PERMITTED  UNDER  THE
                            EIP DURING 2003, SHE WILL AGAIN BECOME  ELIGIBLE  TO
                            PARTICIPATE IN THE PLAN THROUGH THE LAST PAY  PERIOD
                            IN DECEMBER 2003.

                            If you cease being paid on the Home  Office  payroll
                            while you participate in the Plan, you will  not  be
                            permitted to make any  additional  contributions  to
                            the Plan through payroll deduction and you  may  not
                            be entitled to receive the Company  match.  However,
                            if you resume being paid on the Home Office  payroll
                            before the last pay period of December in  the  year
                            in which you participated in the Plan  and  have  an
                            existing Account,  then  you  will  be  eligible  to
                            recommence your participation in the Plan. If you do
                            not have an existing Account when you  resume  being
                            paid on  Home  Office  payroll,  then  you  will  be
                            eligible to recommence  your  participation  in  the
                            Plan  as   of   the   first  pay  period  after  you
                            reestablish your  Account.  Please  note  that  your
                            after-tax contributions to your Account will usually
                            restart  within  three  or  four  weeks  after  your
                            Account is reestablished. AGAIN, EXCEPT AS  PROVIDED
                            BELOW,   PLEASE   REMEMBER  THAT  YOU  WILL  NOT  BE
                            PERMITTED TO MAKE ANY RETROACTIVE  CONTRIBUTIONS  TO
                            THE PLAN.

                            Notwithstanding  the  foregoing,  if  you  become  a
                            participant in the Plan solely because you  received
                            your AIP bonus in  the  same  pay  period  that  you
                            contributed   the   maximum   amount   of    pre-tax
                            contributions permitted under  the  EIP  during  the
                            Plan Year,  your  participation  in  the  Plan  will
                            terminate immediately as of the date  your  one-time
                            make-up contribution is credited to your Account, in
                            accordance   with   the  Section  entitled  "BESIDES
                            PAYROLL  DEDUCTIONS,  IS  THERE  ANY  OTHER  WAY  TO
                            CONTRIBUTE TO THE PLAN?" However, you will be


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                            eligible to  recommence your  participation  in  the
                            Plan during such Plan Year, in accordance  with  the
                            terms of the Plan, if  you  contribute  the  maximum
                            amount permitted under  the  EIP  during  such  Plan
                            Year.

HOW MUCH MAY I              You may contribute  up  to  10% (in  1%  increments)
CONTRIBUTE TO THE           of your "covered  compensation," as  defined  below,
PLAN DURING EACH PAY        to your Account during each pay period that you  are
PERIOD?                     eligible to participate  in  the  Plan.  Unless  you
                            specify otherwise, your CAP contribution  percentage
                            will be the percentage you elected under the EIP (up
                            to 10%).

                            If your covered compensation  increases  during  the
                            year, the amount of your payroll  deduction  to  the
                            Plan will also increase  because  your deduction  is
                            based on your  designated  contribution  percentage.
                            Likewise, if  your  covered  compensation  decreases
                            during   the   year,  the  amount  of  your  payroll
                            deduction to the Plan will also decrease.

                            "Covered compensation" means your  base  salary  and
                            AIP bonus, including deferrals of such amounts under
                            the Deferred Compensation Plan for Executives.

CAN I CHANGE MY             You may increase (up to 10%), decrease, or stop your
PAYROLL DEDUCTION?          payroll deductions to the Plan  at  any  time.  Your
                            request will become effective as soon as practicable
                            following   the   date   you  submit  your  request.
                            Generally, your request will take at least  two  pay
                            periods to become effective.

WHAT HAPPENS TO MY          The amount deducted from your paycheck,  along  with
PAYROLL DEDUCTION?          the Company match, if any, will be sent  to  Charles
                            Schwab and  automatically  deposited  into  a  money
                            market fund in your Account. You  may  then  contact
                            Charles Schwab directly to request that  your  funds
                            be redirected to other investments  offered  through
                            Charles Schwab.

BESIDES PAYROLL             Generally, you are permitted to contribute up to 10%
DEDUCTIONS, IS THERE        of your covered compensation to  your  Account  only
ANY OTHER WAY TO            through payroll deductions. However, there are three
CONTRIBUTE TO THE           important exceptions to this general rule.
PLAN?
                            [ ]  You may transfer funds from non-payroll sources
                                 to your Account at any time by sending a  hand-
                                 drawn personal check directly to Charles Schwab
                                 and  NOT  to  the Company. Because you own your
                                 Account,  you  are  permitted  to  make   these
                                 contributions  to  your Account  at  any  time.
                                 HOWEVER,   SUCH  OUTSIDE   FUNDS  WILL  NOT  BE
                                 ELIGIBLE FOR ANY COMPANY MATCH.

                            [ ]  If  you  receive your AIP bonus in the same pay
                                 period that you contributed the maximum  amount
                                 permitted  under  the  EIP,  then  you  will be
                                 permitted to  do a one-time "make-up"


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                                 to do a one-time "make-up" contribution to your
                                 Account  by   either  submitting  a  hand-drawn
                                 personal check to  U.S. Retirement Benefits or,
                                 to  the  extent  permitted  by  the Company, by
                                 automatic payroll deduction, PROVIDED that  you
                                 have an existing  Account  AND, if  applicable,
                                 U.S.  Retirement  Benefits  receives your check
                                 no  later  than  30  days  after  it  sends you
                                 notification of  your right to do such  make-up
                                 contribution.    Your   maximum  AIP    make-up
                                 contribution will be limited to 10% of that
                                 portion  of   your   AIP  bonus  (including AIP
                                 deferrals under the Deferred Compensation  Plan
                                 for  Executives)  that  cannot   be  taken into
                                 account  as covered compensation under the EIP.
                                 If you have completed one year of service  with
                                 the  Company,  your   eligible   AIP    make-up
                                 contribution may be  eligible  for  the Company
                                 match;  however,   appropriate  taxes  will  be
                                 withheld from the Company  match. SEE  SECTION,
                                 BELOW,  ENTITLED  "WHAT  IS  THE AMOUNT OF  THE
                                 MATCHING CONTRIBUTION?"

                            EXAMPLE. CHRIS PARTICIPATED IN  THE  EIP DURING  THE
                            2002 PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF  HIS
                            EIP  COVERED COMPENSATION. BY THE FIRST  PAY  PERIOD
                            OF FEBRUARY 2002, HE HAD CONTRIBUTED $16,500  TO THE
                            EIP. IN THAT SAME PAY PERIOD, CHRIS RECEIVED HIS AIP
                            BONUS OF $60,000. ONLY $5,000 OF CHRIS' $60,000  AIP
                            BONUS WAS TAKEN INTO ACCOUNT AS COVERED COMPENSATION
                            UNDER  THE EIP BECAUSE HE REACHED THE  EIP'S $17,000
                            MAXIMUM  CONTRIBUTION  LIMIT  FOR  2002. THIS IS THE
                            CASE  BECAUSE 10% OF $5,000 IS  $500, WHICH  IS  THE
                            AMOUNT HE NEEDED TO  REACH THE $17,000  LIMIT. THUS,
                            ASSUMING  THAT  CHRIS  BECOMES  A PARTICIPANT IN THE
                            PLAN AS OF THE SECOND PAY PERIOD OF EBRUARY 2002, HE
                            WILL BE  PERMITTED  TO  DO A MAKE-UP CONTRIBUTION TO
                            THE PLAN  UP TO $5,500 (I.E.,  $55,000  X  10%).  IF
                            CHRIS  HAD  COMPLETED  ONE  YEAR OF SERVICE WITH THE
                            COMPANY AS OF THE  DATE  HE  BECAME A PARTICIPANT IN
                            FEBRUARY 2002, THIS  $5,500 CONTRIBUTION TO THE PLAN
                            MAY BE ELIGIBLE FOR THE COMPANY MATCH.

                            [ ]  If you received your AIP bonus in the same  pay
                                 period that you contributed the maximum  amount
                                 of  pre-tax  contributions  permitted under the
                                 EIP,  then  you  will  be  permitted  to  do  a
                                 one-time "make-up" contribution to your Account
                                 by  either  submitting  a  hand-drawn  personal
                                 check  to U.S. Retirement  Benefits or, to  the
                                 extent  permitted  by the Company, by automatic
                                 payroll deduction,  PROVIDED  that  you have an
                                 existing   Account  AND,  if  applicable,  U.S.
                                 Retirement  Benefits  receives  your  check  no
                                 later  than   30   days  after  it  sends   you
                                 notification of  your  right to do such make-up
                                 contribution.  Your   maximum    AIP    make-up
                                 contribution  will be  limited to 10%  of  that
                                 portion  of  your  AIP   bonus  (EXCLUDING  AIP
                                 deferrals under the Deferred Compensation  Plan
                                 for Executives) that  could not be  taken  into


<PAGE>


                                 account as covered compensation under  the  EIP
                                 for purposes of after-tax contributions. If you
                                 have completed  one  year of  service  with the
                                 Company, your eligible AIP make-up contribution
                                 may also be  eligible  to  receive  the Company
                                 match;  however,  appropriate   taxes  will  be
                                 withheld  from  the Company match. SEE SECTION,
                                 BELOW,  ENTITLED  "WHAT  IS  THE AMOUNT  OF THE
                                 MATCHING CONTRIBUTION?"

                                 EXAMPLE.  BOB  PARTICIPATED IN  THE  EIP DURING
                                 THE 2002 PLAN YEAR AND  ELECTED  TO  CONTRIBUTE
                                 10% OF  HIS  EIP  COVERED  COMPENSATION. BY THE
                                 FIRST   PAY   PERIOD   OF   FEBRUARY  2002,  HE
                                 CONTRIBUTED $10,500 IN PRE-TAX CONTRIBUTIONS TO
                                 THE EIP. IN THAT SAME PAY PERIOD, BOB  RECEIVED
                                 HIS AIP BONUS OF $125,000. HOWEVER, BOB ELECTED
                                 TO DEFER  $25,000  OF  HIS  $125,000  AIP BONUS
                                 UNDER   THE COMPANY'S DEFERRED COMPENSATION FOR
                                 EXECUTIVES.  THUS,  ONLY $5,000 OF BOB'S ACTUAL
                                 $100,000 AIP BONUS (I.E.,  $125,000  GROSS  AIP
                                 BONUS  LESS  $25,000  DEFERRED  AIP  BONUS) WAS
                                 TAKEN INTO  ACCOUNT   AS  COVERED  COMPENSATION
                                 UNDER THE EIP FOR PRE-TAX CONTRIBUTION PURPOSES
                                 BECAUSE HE REACHED THE  EIP'S  $11,000  MAXIMUM
                                 PRE-TAX CONTRIBUTION FOR 2002. THIS IS THE CASE
                                 BECAUSE  10%  OF  $5,000 IS $500,  WHICH IS THE
                                 AMOUNT HE NEEDED TO REACH  THE  $11,000  LIMIT.
                                 THUS, ASSUMING THAT BOB BECOMES  A  PARTICIPANT
                                 IN  THE  PLAN  AS OF THE SECOND  PAY  PERIOD OF
                                 FEBRUARY 2002, HE  WILL  BE  PERMITTED  TO DO A
                                 MAKE-UP  CONTRIBUTION  TO THE PLAN UP TO $9,500
                                 (I.E., $95,000 X 10%). IF BOB HAD COMPLETED ONE
                                 YEAR OF SERVICE WITH THE COMPANY AS OF THE DATE
                                 HE BECAME A PARTICIPANT IN  FEBRUARY 2002, THIS
                                 $9,500 CONTRIBUTION TO THE PLAN MAY BE ELIGIBLE
                                 FOR THE COMPANY MATCH.

WHAT IS THE AMOUNT OF       Any    contribution    made   to  the   Plan   by  a
THE MATCHING                participant  on or  after completion  of one year of
CONTRIBUTION?               service with the Company will be eligible to receive
                            a discretionary Company  matching  contribution,  as
                            described   below,   PROVIDED,  the  participant  is
                            actively employed with the Company,  except  in  the
                            case the participant retires during such  Plan  Year
                            as of the last working day of the Plan Year to which
                            the matching contribution relates. The discretionary
                            Company matching contribution,  if  any,  under  the
                            Plan will be  based  on  Company   performance   and
                            economic and  financial  conditions  prevailing  and
                            anticipated at the time. To the extent  the  Company
                            provides a matching contribution for any Plan  Year,
                            such Company matching contribution will be  made  to
                            the Plan following that Plan Year  and  as  soon  as
                            administratively practicable after the date on which
                            the Company determines the amount of  such  matching
                            contribution.   Because   the   Company   match   is
                            immediately taxable income, appropriate  taxes  will
                            be withheld (either from your regular  pay  so  that
                            the entire Company match can go into your Account or
                            from the Company match itself).


<PAGE>


IN WHOSE NAME WILL MY       Your Account will be a regular individual  brokerage
ACCOUNT BE                  account registered in your name with Charles Schwab.
REGISTERED?                 Unlike the EIP,  you (not a  trust)   will  own  the
                            investments directly and in your name. No funds  are
                            set aside in a trust or held by the Company.

HOW CAN I INVEST THE        You will need to contact  Charles   Schwab  directly
FUNDS IN MY ACCOUNT?        and select how to invest the funds in your  Account.
                            Charles  Schwab  offers  various investment  options
                            for you to choose from. Because your  Account  is  a
                            regular individual brokerage account, you have  sole
                            responsibility to make and monitor your  investments
                            under the Plan. Your investments through the Account
                            can go up or down, and any risk of loss is borne  by
                            you. The Company's only involvement  is  limited  to
                            determining  and  making  the  match,  if  any,  and
                            depositing your payroll  and  eligible  AIP  make-up
                            contributions to the Plan.

                            ALSO, YOU SHOULD BE AWARE THAT  CHARLES  SCHWAB  MAY
                            HAVE   REQUIREMENTS,    LIMITATIONS,    COMMISSIONS,
                            CONDITIONS, AND FEES WITH RESPECT TO THE  INVESTMENT
                            OF FUNDS CONTRIBUTED TO YOUR ACCOUNT.  SUCH  MATTERS
                            ARE SOLELY WITHIN THE CONTROL OF CHARLES SCHWAB  AND
                            NOT THE COMPANY. FULFILLMENT OR COMPLIANCE WITH  ANY
                            OF THESE REQUIREMENTS, LIMITATIONS OR CONDITIONS AND
                            PAYMENT OF ANY COMMISSIONS AND FEES IS YOUR PERSONAL
                            RESPONSIBILITY.

DOES THE COMPANY            The Company  will  not  protect  or  guarantee  your
PROTECT ME AND MY           Account in any way.   Thus,  for  example,  if  your
INVESTMENTS IF MY           investments lose money, the stock markets  crash, or
INVESTMENTS LOSE            Charles Schwab  files  bankruptcy  or  is  otherwise
MONEY?                      unable to cover the funds credited to your  Account,
                            you alone will assume  the  risk  of  loss  on  your
                            investments. SINCE EACH INVESTMENT  OPTION  PRESENTS
                            VARYING DEGREES OF RISK AND RETURN  CHARACTERISTICS,
                            YOU  SHOULD  CONSULT  WITH  YOUR  FINANCIAL  ADVISOR
                            BEFORE SELECTING WHICH INVESTMENT OPTIONS ARE  RIGHT
                            FOR YOU.

WILL I RECEIVE ACCOUNT      Charles Schwab will  send  you  periodic  statements
STATEMENTS?                 regarding   your  Account  balance  and  transaction
                            confirmations. The  frequency  and  content  of  any
                            information regarding  your  Account  are  the  sole
                            responsibility  of  Charles   Schwab,  and  not  the
                            Company.

MAY I WITHDRAW FUNDS        Because you own your Account,  you are permitted  to
FROM MY ACCOUNT             withdraw funds at any time. However, please remember
WHILE I AM EMPLOYED         that if you  withdraw  your  funds  and  close  your
BY THE COMPANY?             Account,  you  will  need  to  timely  re-open  your
                            Account in order to avoid any interruption  in  your
                            payroll and eligible AIP  make-up  contributions  to
                            the Plan if you reach the EIP  maximum  contribution
                            limit.


<PAGE>


WHAT ARE MY OPTIONS         After  your  separation  from  employment  with  the
WITH RESPECT TO MY          Company, you are permitted to request  a  withdrawal
ACCOUNT AFTER MY            from your Account at any time. The  Company  has  no
SEPARATION FROM             involvement with your  Account  after  you  separate
EMPLOYMENT WITH THE         from employment. However,  if  a  Company  match  is
COMPANY?                    mistakenly  made  to  your  Account  following  your
                            separation from employment, the Company has a  right
                            to obtain a refund of that money.

WHAT ARE THE TAX            The  federal  income  tax  laws  are   complex   and
CONSEQUENCES OF             change from time to time. The following  description
PARTICIPATING IN THE        is based on the current federal income tax  laws and
PLAN?                       does not discuss tax consequences  of  participating
                            in the Plan under any local, state, or  foreign  tax
                            laws. Also, the following  description  is  intended
                            solely to be general and should not be  relied  upon
                            as specific tax advice.  BECAUSE  EACH  INDIVIDUAL'S
                            SITUATION IS UNIQUE, YOU SHOULD  CONSULT  WITH  YOUR
                            TAX ADVISOR ABOUT THE SPECIFIC TAX  CONSEQUENCES  OF
                            PARTICIPATING IN THE PLAN.

                            The Plan is a voluntary investment program. There is
                            no identifiable tax benefit to you by  participating
                            in the Plan. Specifically, you should  be  aware  of
                            the following:

                            [ ]  Your  payroll  deduction contributions are made
                                 on  an  after-tax  basis. This means that  your
                                 contributions are included in your gross income
                                 and are subject to federal  income,  employment
                                 (including Social Security) and other taxes.

                            [ ]  You will have  taxable income  upon the payment
                                 of any  Company  matching  contribution  to the
                                 Plan. Thus, the Company is required to withhold
                                 specific amounts of tax in connection with  any
                                 matching contribution.

                            [ ]  Buying   and   selling   securities  and  other
                                 investments   in   your  Account  may  generate
                                 taxable  income,  either  as  capital  gains or
                                 ordinary income. It will be your responsibility
                                 to  report  this  income and pay any applicable
                                 taxes.

                            [ ]  In  order  for  you to correctly report and pay
                                 any  taxes  with  respect  to the investment of
                                 your Account,  you must  accurately record your
                                 basis in any investment.

                            YOU SOLELY BEAR THE RESPONSIBILITY TO ASCERTAIN  ANY
                            REPORTABLE INCOME WITH RESPECT TO YOUR ACCOUNT,  AND
                            REPORT SUCH INCOME AND PAY ANY APPLICABLE TAXES. FOR
                            INFORMATION RELATING TO ANY TAX FOR  WHICH  YOU  ARE
                            LIABLE WITH RESPECT  TO  YOUR  ACCOUNT,  YOU  SHOULD
                            CONTACT EITHER CHARLES SCHWAB, ANY OTHER OFFEROR  OF
                            INVESTMENTS HELD IN YOUR ACCOUNT,  AND/OR  YOUR  TAX
                            ADVISOR.


<PAGE>


IS THIS A TAX-QUALIFIED     The Plan  is  a   non-qualified   retirement   plan,
PLAN?                       which means that the Plan  is  not  qualified  under
                            Sections 401(a), 401(k),  or  423  of  the  Internal
                            Revenue Code. Thus, the benefits offered under  such
                            Sections of the Code, including but not  limited  to
                            deferral of taxes  on  contributions  or  investment
                            earnings, are not available to you by  participating
                            in the Plan.

IS THIS AN ERISA PLAN?      The Plan is not subject to any of the provisions  of
                            the Employee Retirement Income Security Act of 1974,
                            including   but   not  limited   to  the  reporting,
                            disclosure, and fiduciary responsibility rules.

CAN THE PLAN BE             LS&CO.  reserves the  right  to  amend,  suspend  or
AMENDED OR                  terminate the Plan at any time and for any   reason,
TERMINATED?                 in  whole  or  in  part,  including  the  existence,
                            timing,   or   amount  of  the  Company  match,  the
                            suspension rules or the  brokerage  firm.  The  Plan
                            may be amended in writing by the Board of  Directors
                            of LS&CO. or by any person  to  whom  the  Board  of
                            Directors has delegated such authority.

                            In addition, Charles Schwab may  change  its  rules,
                            policies, investment choices and fee and commissions
                            structure. Those  changes,  and  any  communications
                            describing such changes, are the sole responsibility
                            of Charles Schwab.


WHO ADMINISTERS THE         The  Plan  is  administered  by  the  Administrative
PLAN?                       Committee   for  Retirement  Plans,  to  the  extent
                            described below. The  Administrative  Committee,  or
                            its delegate, is responsible  for  administration of
                            the Plan in the following respects:

                            [ ]  Determination of eligibility to participate;

                            [ ]  Interpretation of the Plan; and

                            [ ]  The   provision   of    forms    relating    to
                                 participation in the Plan, excluding any  forms
                                 required  by  Charles Schwab in connection with
                                 your Account.

WHAT ARE CHARLES            With  respect  to  the  Plan,   Charles   Schwab  is
SCHWAB'S                    responsible  for the following:
RESPONSIBILITIES UNDER
THE PLAN?                   [ ]  The  investments offered to Plan participants;

                            [ ]  The    provision   of   information   to   Plan
                                 participants regarding Accounts, including  but
                                 not  limited  to  information  regarding assets
                                 held  in  your  Account,  dividends  paid  with
                                 respect to Account investments, gains or losses
                                 on   transactions    involving   your   Account
                                 investments, and  taxes for  which you  may  be
                                 liable  with  respect  to  your  Account or its
                                 investments; and


<PAGE>


                            [ ]  The execution of  your  investment instructions
                                 with respect to your Account.

                            CHARLES SCHWAB HAS SOLE RESPONSIBILITY  WITH RESPECT
                            TO YOUR ACCOUNT. THE COMPANY IS NOT RESPONSIBLE  FOR
                            ANY REQUIREMENTS, CONDITIONS, INVESTMENT OPTIONS  OR
                            OTHER  DECISIONS  BY  CHARLES  SCHWAB,  OR  FOR  THE
                            CONTENT OR TIMING OF ANY COMMUNICATIONS  OR  REPORTS
                            FROM CHARLES SCHWAB.

WHO DO I CONTACT FOR        If you  have   any   questions   about   the   Plan,
ADDITIONAL                  please  contact  U.S. Retirement Benefits:
INFORMATION ABOUT
THE PLAN?                                U.S. Retirement Benefits
                                         Levi Strauss & Co.
                                         P.O. Box 7215
                                         San Francisco, CA 94120
                                         Phone: (415) 501-1532

                            The  Company  may  from  time  to  time   distribute
                            information about the Plan via hard copy, email,  or
                            voicemail.


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