LEVI STRAUSS & CO
CAPITAL ACCUMULATION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>ex10-50.txt
<DESCRIPTION>CAPITAL ACCUMULATION PLAN
<TEXT>


                                                                   EXHIBIT 10.50












                          CAPITAL ACCUMULATION PLAN OF
                               LEVI STRAUSS & CO.
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

                       PLAN DOCUMENT AND EMPLOYEE BOOKLET

                               __________________



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                 CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO.
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 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
                            will receive a Company matching contribution in  his
                            or   her   Account  equal  to  75%  of  his  or  her
                            contribution.

                            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 MAKING THE  MATCHING
                            CONTRIBUTION. 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  2001,  the  maximum
                                       amount that you could  contribute  to the
                                       EIP was $17,000; or

                                 (2)   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. For  example,  for  the  Plan  Year
                                       ending  in  November  2001,  the  maximum
                                       amount that you could contribute  to  the
                                       EIP was $10,500.

                            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.

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


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                            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 2001 AND  2002  PLAN  YEARS.  JEAN
                            PARTICIPATED IN THE EIP DURING THE  2001  PLAN  YEAR
                            AND CONTRIBUTED 10% OF HER EIP COVERED COMPENSATION.
                            IN THE FIRST PAY PERIOD OF APRIL 2001, 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
                            2001, SHE BECAME A PARTICIPANT IN THE PLAN. JEAN MAY
                            CONTINUE PARTICIPATING IN THE PLAN  UNTIL  THE  LAST
                            PAY PERIOD IN DECEMBER 2001. AS  OF  THE  FIRST  PAY
                            PERIOD IN JANUARY 2002, JEAN WILL AGAIN BE  ELIGIBLE
                            TO MAKE PRE-TAX CONTRIBUTIONS UNDER THE EIP. IF JEAN
                            CONTRIBUTES THE MAXIMUM AMOUNT PERMITTED UNDER  THE
                            EIP DURING 2002, SHE WILL AGAIN BECOME  ELIGIBLE  TO
                            PARTICIPATE IN THE PLAN THROUGH THE LAST PAY  PERIOD
                            IN DECEMBER 2002.

                            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 will  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 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
                            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.


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HOW MUCH MAY I              You may contribute up to 10% (in 1%  increments)  of
CONTRIBUTE TO THE           your "covered compensation," as  defined  below,  to
PLAN DURING EACH PAY        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,  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
PAYROLL DEDUCTION?          your 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, 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 THE 75% 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"
                                 contribution to your Account  by  submitting  a
                                 hand-drawn personal check  to  U.S.  Retirement
                                 Benefits, PROVIDED that you  have  an  existing
                                 Account AND U.S. Retirement  Benefits  receives
                                 your check no later than 30 days after it sends


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                                 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 will also receive the 75%  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
                            2001 PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF  HIS
                            EIP COVERED COMPENSATION. BY THE FIRST PAY PERIOD OF
                            FEBRUARY 2001, 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  2001.  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  FEBRUARY  2001
                            AND THAT HE HAS COMPLETED ONE YEAR OF  SERVICE  WITH
                            THE COMPANY AS OF SUCH DATE, HE WILL BE PERMITTED TO
                            DO A MAKE-UP CONTRIBUTION TO THE PLAN UP  TO  $5,500
                            (I.E., $55,000 X 10%). THIS $5,500  CONTRIBUTION  TO
                            THE PLAN WILL ALSO BE ELIGIBLE FOR THE  75%  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 submitting a hand-drawn  personal  check  to
                                 U.S. Retirement  Benefits,  PROVIDED  that  you
                                 have an existing Account  AND  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  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  will  also
                                 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?"


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                            EXAMPLE. BOB PARTICIPATED IN THE EIP DURING THE 2001
                            PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF  HIS  EIP
                            COVERED COMPENSATION. BY THE  FIRST  PAY  PERIOD  OF
                            FEBRUARY 2001, HE  CONTRIBUTED  $10,000  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 $10,500 MAXIMUM PRE-TAX CONTRIBUTION FOR 2001.
                            THIS IS THE CASE BECAUSE  10%  OF  $5,000  IS  $500,
                            WHICH IS THE AMOUNT HE NEEDED TO REACH  THE  $10,500
                            LIMIT. THUS, ASSUMING THAT BOB BECOMES A PARTICIPANT
                            IN THE PLAN AS OF THE SECOND PAY PERIOD OF  FEBRUARY
                            2001 AND THAT HE HAS COMPLETED ONE YEAR  OF  SERVICE
                            WITH THE  COMPANY  AS  OF  SUCH  DATE,  HE  WILL  BE
                            PERMITTED  TO  DO A MAKE-UP CONTRIBUTION TO THE PLAN
                            UP TO $9,500 (I.E.,  $95,000  X  10%).  THIS  $9,500
                            CONTRIBUTION TO THE PLAN WILL ALSO BE  ELIGIBLE  FOR
                            THE 75% COMPANY MATCH.

WHAT IS THE AMOUNT OF       Upon completion of one  year  of  service  with  the
THE MATCHING                Company, the Company matches 75% of your payroll and
CONTRIBUTION?               eligible  AIP make-up  contributions  to  the  Plan.
                            Because the Company  match  is  immediately  taxable
                            income, appropriate taxes will be withheld from your
                            regular pay so that the entire Company match can  go
                            into your Account. However, if you make an  eligible
                            AIP   make-up   contribution  to    the  Plan,  your
                            hand-drawn personal check and Company  match  (after
                            appropriate taxes are withheld from such match) will
                            be deposited into your Account.

IN WHOSE NAME WILL MY       Your  Account  will   be   a   regular    individual
ACCOUNT BE                  brokerage account  registered   in  your  name  with
REGISTERED?                 Charles  Schwab.  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
                            making the match 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


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                            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.

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  change
CONSEQUENCES OF             from time to time.  The  following   description  is
PARTICIPATING IN THE        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


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                                 and are subject to federal  income,  employment
                                 (including Social Security) and other taxes.

                            [ ]  You will have taxable income upon  the  payment
                                 of the Company match. The Company  is  required
                                 to   withhold   specific   amounts  of  tax  in
                                 connection with the match.

                            [ ]  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.

IS THIS A TAX-QUALIFIED     The Plan is a  non-qualified retirement plan,  which
PLAN?                       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.


<PAGE>


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

                            [ ]  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,  please
ADDITIONAL                  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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