LEVI STRAUSS & CO
AMENDMENT TO EMPLOYEE INVESTMENT PLAN
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>AMENDMENT TO EMPLOYEE INVESTMENT PLAN
<TEXT>



                           EMPLOYEE INVESTMENT PLAN OF
                               LEVI STRAUSS & CO.


                                    AMENDMENT


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

         WHEREAS, Section 18 of the EIP provides that LS&CO. may amend the EIP
at any time and for any reason; and

         WHEREAS,  LS&CO.  desires to amend the EIP to provide an additional
method of distribution after the death of a Participant; and

         WHEREAS,  by resolutions  duly  adopted on June 22, 2000,  the Board of
Directors of LS&CO. authorized Philip A. Marineau, President and Chief Executive
Officer,  to  adopt  amendments  to the EIP and to  delegate  to  certain  other
officers of LS&CO. the authority to adopt amendments to the EIP; and

         WHEREAS,  on June 22, 2000, Philip A. Marineau  delegated to any Senior
Vice  President,  Human  Resources,  including  Fred D.  Paulenich,  Senior Vice
President of Worldwide Human Resources,  the authority to amend the EIP (subject
to specified  limits) and such  delegation  has not been  amended,  rescinded or
superseded as of the date hereof; and

         WHEREAS, the amendments herein are within such limits to the delegated
authority of Fred D. Paulenich;

         NOW, THEREFORE,  effective of the date set forth below, Section 11.7 of
the EIP is hereby amended in its entirety as follows:

         "11.7 Death Benefit.
               -------------

                  (a)  If a  Member  dies  on or  after  the  commencement  of a
distribution  of his or her Plan Benefit in accordance  with Section 11.5(a) but
before the  entire  interest  of his or her Plan  Benefit  is  distributed,  the
remaining  portion of such  Member's  Plan  Benefit will be  distributed  to the
Member's  Beneficiary  in a  single  lump  sum  payment  as soon  as  reasonably
practicable after the Member's death.

                  (b)  Subject  to Section  11.6,  if a Member  dies  before the
commencement  of a  distribution  of his or her Plan Benefit in accordance  with
Section 11.5(a),  then the Member's  Beneficiary will be entitled to receive the
Member's  Plan Benefit as soon as  reasonably  practical  after the  Beneficiary
files  a  claim  with  the  Administrative  Committee  on the  prescribed  form.
Regardless  of whether  the  Beneficiary  files a claim with the  Administrative
Committee on the prescribed form, except as provided below, such Member's entire
interest in his or her Plan Benefit will be distributed to the Member's

<PAGE>

Beneficiary on or before the December 31 of the calendar year which contains the
fifth  anniversary  of the date of such Member's death. Notwithstanding the
foregoing sentence, if a Member dies before the  commencement of a distribution
of his or her Plan Benefit in accordance  with Section  11.5(a) and if (i) any
portion of such Plan Benefit is payable to or for the benefit of a  "Designated
Beneficiary,"  as defined under section  401(a)(9) of the Code,  and (ii) such
portion will be  distributed  (in accordance  with  Regulations  prescribed  by
the  IRS)  over  the  life of such Designated Beneficiary (or over a period not
extending  beyond  the  life expectancy of such Designated Beneficiary), then:

                           (i) in the event that such Designated  Beneficiary is
         not the Member's  Surviving  Spouse,  the  distribution of such portion
         will  commence  on or  before  the  December  31 of the  calendar  year
         immediately following the calendar year in which the Member died; and

                           (ii) in the event that such Designated Beneficiary is
        the Member's  Surviving  Spouse,  the  distribution of such portion will
        commence on or before the later of:

                                    (A)     the  December  31  of  the  calendar
                  year  immediately  following  the calendar year in which the
                  Member dies; and

                                    (B)     the  December 31 of the  calendar
                  year in which the Member  would have attained age 70-1/2.

In the event that such Designated  Beneficiary is the Member's Surviving Spouse,
but such Surviving Spouse dies before the distribution to him or her begin, this
Section 11.7(b) shall be applied as if the Surviving Spouse were the Member. Any
payment  of a  Member's  Plan  Benefit  under  this  Section  11.7  shall  be in
accordance with section 401(a)(9) of the Code."

                                      * * *

         IN WITNESS WHEREOF,  LS&CO. has caused this instrument to be executed
by its duly authorized  officer this _____ day of ____________________, 2000.

                              LEVI STRAUSS & CO.


                              --------------------------------------------------
                              Fred D. Paulenich
                              Senior Vice President of Worldwide Human Resources


</TEXT>
</DOCUMENT>
