LEVI STRAUSS & CO
EMPLOYEE LT INVESTMENTS & SAVINGS PLAN (AMENDED)
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<FILENAME>ex10-49.txt
<DESCRIPTION>EMPLOYEE LT INVESTMENTS & SAVINGS PLAN (AMENDED)
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                                                                   EXHIBIT 10.49


                               LEVI STRAUSS & CO.
                 EMPLOYEE LONG-TERM INVESTMENT AND SAVINGS PLAN

                                   AMENDMENTS


         WHEREAS, LEVI STRAUSS & CO. ("LS&CO.") maintains the Levi Strauss & Co.
Employee Long-Term Investment and Savings Plan (the "ELTIS"); and

         WHEREAS, Section 16 of  the  ELTIS  provides  that LS&CO. may amend the
ELTIS at any time and for any reason; and

         WHEREAS, LS&CO. desires to amend the ELTIS, effective April 1, 2001, by
reducing the eligibility service requirement for member contributions (excluding
members employed at the Powell or Valencia  facilities) from 1 year to 6 months;
and

         WHEREAS, LS&CO. desires to amend the ELTIS, effective April 1, 2001, to
increase the limits on pre-tax and post-tax  contributions of members (excluding
members employed at the Powell or Valencia facilities) from ten percent of their
compensation to fifteen percent; and

         WHEREAS,  LS&CO.  desires  to  amend  the  ELTIS  to  permit all highly
compensated employees to participate in the ELTIS effective January 1, 2001; and

         WHEREAS, LS&CO. desires to amend the ELTIS, effective  January 1, 2001,
to  exclude  certain  compensation  from  being  taken into account for deferral
purposes; and

         WHEREAS,  LS&CO.  desires  to  amend   the  ELTIS  to  reflect  various
administrative   changes,   such  as  granting  the  Investment  Committee  full
discretion to select  investment  funds  offered  under the ELTIS,  changing the
default  investment  option  in the  event  a  member  fails  to  file a  proper
investment  direction,  and changing the procedure relating to how undeliverable
checks are reinvested; 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 take  certain  actions  with  respect  to the ELTIS and to  further
delegate the authority to take certain actions with respect to the ELTIS; 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 take certain actions
with respect to the ELTIS and such delegation has not been amended, rescinded or
superseded as of the date hereof; and

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

         NOW  THEREFORE,  effective  as  of  the  dates set forth herein, LS&CO.
amends the ELTIS as follows:

1.       Effective as of January 1, 2001, the second sentence of Section 2.13 of
         the  ELTIS  is  hereby  amended  by  deleting the phrase ", and amounts
         deferred  under  the   Company's   Deferred   Compensation   Plan   for
         executives."

2.       Effective  as of  January  1, 2001,  paragraph  (k) of Section  2.16 of
         the ELTIS is hereby amended in its entirety to read as follows:


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                           "(k) A  Highly  Compensated Employee, with respect to
         eligibility to made Member Contributions  or  receive  an allocation of
         Matching Contributions only, except as otherwise provided under Section
         3.5(b)."

3.       Effective  as of January  1, 2001, Section  2.20 of the ELTIS is hereby
         amended by adding the following before the last paragraph thereof:

                  "Notwithstanding  the  foregoing,  effective  for  Plan  Years
         beginning after December 31, 1996, the term Highly Compensated Employee
         means any Employee who:

                           (c) Was a five percent (5%) owner of the  Company  or
         an Affiliated Company (as defined in section 416(I)(1) of the  Code) at
         any time during the Plan Year or the preceding Plan Year; or

                           (d) For   the   preceding    Plan    Year    received
         'compensation' (as defined below)  from  the  Company  or an Affiliated
         Company in excess of eighty thousand  dollars  ($80,000),  as  adjusted
         under Regulations or rulings issued by the IRS."

4.       Effective  as of April 1,  2001,  the  second to  last   paragraph   of
         Section 2.53 of the ELTIS is hereby amended to read as follows:

                  "All Service will be aggregated, whether or not  such  Service
         is performed consecutively, and every partial month will be  deemed  to
         be one full month of Service; except that for purposes  of  eligibility
         under Sections 3.1(a), 3.1(c), and 3.2, an Employee must  complete full
         calendar months of Service."

5.       Effective  as of April 1, 2001,  Section  3.1 of the  ELTIS  is  hereby
         amended in its entirety to read as follows:

                  "3.1 COMMENCEMENT OF  MEMBERSHIP.  Each  Employee  who  was  a
         Member in the Plan on the  Effective Date will continue to be a Member.
         Each Employee who was not a Member in  the  Plan  on the Effective Date
         will  become  a  Member in the Plan under paragraphs (a), (b), and (c),
         below.

                           (a) PRE-TAX CONTRIBUTIONS AND MATCHING CONTRIBUTIONS.
         Membership  in  the  Plan  is  voluntary  for the Pre-Tax Contributions
         provided for in Section 4.1 and the Matching Contributions provided for
         in Section 5.1.  Each  Employee  may  become  a Member in the Plan with
         respect to Pre-Tax Contributions  and  Matching  Contributions  on  the
         first day of the first pay period coinciding with or next following the
         day on which he or she completes a  Year  of  Service,  by  filing  the
         prescribed   form   with   the   Administrative  Committe  in  advance.
         Notwithstanding the foregoing sentence,  effective  April 1, 2001, each
         Employee (other than an Employee employed  at  the  Powell  or Valencia
         facilities) may become a Member in the  Plan  with  respect  to Pre-Tax
         Contributions on the first day of the  first pay period coinciding with
         or next following the day on which he   or she completes six (6) months
         of Service, by filing  the  prescribed  form  with  the  Administrative
         Committee in advance.  However,  eligibility for Matching Contributions
         remains one (1) Year of Service for all Employees.

                           (b) SPECIAL  COMPANY  CONTRIBUTIONS.  Membership  for
         Special Company Contributions provided for in Section 5.2 is automatic.
         An Employee who is hired on or before November 30  of  the  prior  Plan
         Year, and who maintains an employment relationship with the

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         Company or  an Affiliated  Company from such date until the last day of
         such Plan Year, will become a  Member  in  the  Plan  for  any  Special
         Company Contribution as of the last day of such Plan Year.

                           (c) POST-TAX CONTRIBUTIONS. Effective as of the first
         pay period ending after June 1, 1995, an Employee may become  a  Member
         in the Plan with respect to Post-Tax Contributions on  the first day of
         the first pay period coinciding with or next following the day on which
         he or she completes a Year of Service, by filing  the  prescribed  form
         with the  Administrative  Committee  in  advance.  Notwithstanding  the
         foregoing  sentence, effective April 1, 2001, each Employee (other than
         an Employee employed at the Powell or Valencia facilities) may become a
         Member in  the Plan with respect to Post-Tax Contributions on the first
         day of the  first  pay period coinciding with or next following the day
         on which he or she completes  six  (6) months of Service, by filing the
         prescribed form with the Administrative Committee in advance.

                  Upon  becoming  a  Member,  an  Employee  will   designate   a
         Beneficiary under Sections 2.8 and 12."

6.       Effective  as of April 1, 2001,  Section  3.2 of the  ELTIS  is  hereby
         amended in its entirety to read as follows:

                  "3.2 REHIRED AND TRANSFERRED EMPLOYEES. A former  Employee who
         is  rehired  will  be  eligible  to  begin  or  resume  membership,  as
         applicable, in the Plan on the first Membership Date coincident with or
         next following  the  date he or she attains or returns to the status of
         an Employee and has  completed  a  Year of Service. Notwithstanding the
         foregoing sentence, effective April 1, 2001, a  former  Employee who is
         rehired (other than an Employee reemployed at the  Powell  or  Valencia
         facilities)  will  be  eligible  to  begin  or  resume  membership,  as
         applicable, in the Plan on the first Membership Date coincident with or
         next following  the  date he or she attains or returns to the status of
         an Employee and has completed six (6) months of Service.

                  If  an employee  of  the  Company  or  an  Affiliated  Company
         transfers  employment  either  to  the Company or to another employment
         classification and as a result qualifies  as an Employee, such Employee
         will be eligible to begin membership in  the  Plan  as  described under
         Section 3.1. Further, effective April 1, 2001, if an Employee transfers
         from the Company (other than the Powell or Valencia  facilities) to the
         Powell or Valencia facilities after he  or  she  has  completed six (6)
         months of Service  but  before  completing  a  Year  of  Service,  such
         Employee's membership  in the Plan will be suspended in accordance with
         Section 3.3 until the first  Membership  Date  coincident  with or next
         following the date he or she has completed a Year of Service;  provided
         that if he or she subsequently transfers to the Company (other than the
         Powell or Valencia facilities), such Employee will be eligible to begin
         or resume membership, as  applicable,  in  the  Plan  as  described  in
         Section 3.1."

7.       Effective as of April 1, 2001, the first sentence of Section 3.3 of the
         ELTIS is hereby  amended to read as follows:

         "A Member's membership in the Plan will  be  suspended for  any  period
         during which the Member is an employee of  the Company or an Affiliated
         Company but not an Employee or for  any  period  described  in  Section
         3.2."

8.       Effective  as  of  January 1, 2001,  the  ELTIS  is  hereby  amended by
         deleting Appendix F in its entirety.


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9.       Effective  as of January  1, 2001,  paragraph  (b) of  Section   3.5 of
         the ELTIS is hereby  amended in its entirety to read as follows:

                           "(b) ELIGIBLE     HIGHLY    COMPENSATED    EMPLOYEES.
         Notwithstanding Section  3.5(a),  a  Highly  Compensated  Employee  who
         satisfies the eligibility  requirements  of Section 3.1 may participate
         in the Plan for all or a portion of a Plan Year as  a  Member  provided
         that  he  or  she  is  included  in  an  eligible  category  of  Highly
         Compensated Employees described in paragraphs (b)(i) or (b)(ii), below:

                                (i) For   the  Plan  Year  ending  in  the  1996
                  calendar year, Highly Compensated Employees whose compensation
                  (as determined pursuant to Section 2.20) for  the  prior  Plan
                  Year did not exceed ninety five thousand dollars ($95,000); or

                                (ii) For any Plan Year beginning in or after the
                  1996 calendar year, all Highly Compensated Employees."

10.      Effective  as of April 1, 2001,  Section  4.1  of  the  ELTIS is hereby
         amended in its  entirety  to read as follows:

                  "4.1 ELECTION TO MAKE CONTRIBUTIONS. A Member whose membership
         is not suspended under Sections 3.3 or 3.5 may elect, as  of  the first
         day   of  any   pay  period  in  any  month,  to  begin  making  Member
         Contributions to   the Plan at the rates specified in paragraphs (a) or
         (b), below:

                       (a) In  one  percent  (1%)  increments  of  his  or   her
                           Compensation, up to a maximum of ten percent (10%)(or
                           effective  as of April 1, 2001, fifteen percent (15%)
                           with respect to those Members who are not employed at
                           the Powell or Valencia facilities); or

                       (b) In five  dollar  ($5.00)  increments, up to a maximum
                           of  twenty-five  dollars ($25.00).

         The Member may elect  to  make  such  Member  Contributions  either  as
         Pre-Tax  Contributions,  Post-Tax  Contributions,  or  any  combination
         thereof.  A  Member's  election  to  make  Pre-Tax  Contributions  will
         constitute  an   election  (for  federal  tax  purposes  and,  wherever
         permitted, for state and local tax purposes) to have his or her taxable
         Compensation reduced by the amount of all Pre-Tax Contributions."

11.      Effective  as of  April 1, 2001,   Section   4.3 of the ELTIS is hereby
         amended in its  entirety  to read as follows:

                  "4.3 CHANGE OR SUSPENSION OF CONTRIBUTIONS.  A  Member, at any
         time, may change the rate of his or her Member Contributions within the
         percentage and dollar  limitations  described  in  Section 4.1  or  may
         change the nature of such Member Contributions as Pre-Tax Contributions
         or Post-Tax Contributions  by  filing  the  prescribed  form  with  the
         Administrative Committee,  or  by  utilizing  such  other  notification
         procedure as is prescribed by the  Administrative  Committee. A  Member
         may suspend all Member Contributions by filing the prescribed form with
         the Administrative Committee, or by  utilizing  such other notification
         procedure as  is  prescribed  by  the  Administrative  Committee.  Such
         changes in rate or  nature of  Member  Contributions  or  suspension of
         Member Contributions  will  become  effective  as  soon  as  reasonably
         practicable after the date the form is filed with or notice is received
         by the Administrative Committee. With
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         respect to a Member who transfers to a new facility  within the Company
         during a Plan Year, such Member's election prior to such  transfer will
         automatically  be  suspended  until he or she re-elects to begin making
         Member Contributions following such transfer in accordance with Section
         4.1, with such new election becoming effective as  soon  as  reasonably
         practicable after it is received by the Administrative Committee."

12.      Effective as of April 1, 2001,  the first  paragraph of Section 5.1  of
         the ELTIS is hereby  amended in its entirety to read as follows:

                  "5.1 MATCHING CONTRIBUTIONS. Except  as  provided  below,  for
         each period (an 'Accumulation Period') during a  Plan  Year,  beginning
         with the pay period coinciding with or next following  the day on which
         a Member completes a Year of Service, the Company will make  a Matching
         Contribution to the Plan in an amount equal to fifty percent  (50%)  of
         such  Member's   Member  Contributions  for  the  Accumulation  Period,
         provided that Member Contributions in excess of ten  percent  (10%)  of
         such   Member's   Compensation  shall  not  be  matched.  The  Matching
         Contribution will be reduced by any amount which cannot be allocated to
         the Member because of the  contribution limitation described in Section
         10.1. The Board of Directors  may  determine  in  its  sole  discretion
         that:"

13.      Effective as of the date this amendment is adopted, the ELTIS is hereby
         amended by deleting Appendix C in its entirety.

14.      Effective as of the date this  amendment is adopted,  Section 6.1(a) of
         the ELTIS is hereby amended in its entirety to read as follows:

                       "(a) IN GENERAL.  All  contributions to the Plan  will be
         held  by  the  Trustee  for  investment and reinvestment as part of the
         Trust Fund under the Trust Agreement. The Trust Fund  will  consist  of
         Funds  or  other  investment  vehicles  designated  by  the  Investment
         Committee,  as  may be amended from time to time in the sole discretion
         of the Investment Committee."

15.      Effective  as  of  the  date  this   amendment  is  adopted,  the first
         paragraph of Section 6.2 of the ELTIS are hereby  amended  to  read  as
         follows:

         "All Member Contributions, Matching Contributions and  Special  Company
         Contributions will be deposited in the Fund designated  by  the  Member
         for such investment in one percent (1%) increments of such contribution
         as directed by the Member in accordance with procedures  established by
         the Administrative Committee. A  Member's  investment  directions  will
         remain in effect until changed by the Member. If the  Member  fails  to
         file any investment directions, his or her share of any Special Company
         Contributions allocated to his or her Special Company Account,  his  or
         her Member Contributions, and Matching Contributions will be  deposited
         in a Fund designated from time to time by the Investment  Committee  in
         its sole discretion."

16.      Effective as of November 15, 1999, Section 9.8 of the ELTIS  is  hereby
         amended to read as follows:

                  "9.8 UNDELIVERABLE CHECKS. In the event that a Benefit  cannot
         be delivered, the Account of the Member (or Beneficiary, as applicable)
         shall be recredited with the amount of  the  Benefit  which  cannot  be
         delivered. Such Benefit shall be reinvested in the Fidelity  Retirement
         Money Market Fund (or such as the Investment  Committee,  in  its  sole
         discretion, determines is most similar to  a  money  market  fund  with
         respect to its risk characteristics), except that the Benefit  relating
         to any undeliverable check returned after November 15,  1999  shall  be
         reinvested

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         in  the same Fund(s) from  which it  was  withdrawn  based  on both the
         Member's (or Beneficiary's, if  applicable) prior investment allocation
         percentage and the  Funds(s)  net  asset  value  as  of  the applicable
         reinvestment date."

                                      * * *

         IN WITNESS WHEREOF,  LS&CO. has caused this instrument to  be  executed
by its duly authorized  officer this _____ day of _______________________, 2001.



                              LEVI STRAUSS & CO.


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



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