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Supplemental Executive Retirement Agreement - Levi Strauss & Co. and Gordon Shank

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                               LEVI STRAUSS & CO.


                                WITH GORDON SHANK

                                TABLE OF CONTENTS

                                                                       Page No.

 ARTICLE I - RECITAL; AGREEMENT                                            1

 ARTICLE II - DEFINITIONS                                                  1

          2.1      "Actuarial Equivalent"                                  1
          2.2      "Administrator"                                         1
          2.3      "Agreement"                                             1
          2.4      "Board"                                                 1
          2.5      "Canadian Plan"                                         1
          2.6      "Committee"                                             1
          2.7      "Disability"                                            1
          2.8      "LSA"                                                   1
          2.9      "Qualified Plan"                                        2
          2.10     "Retirement Date"                                       2
          2.11     "Shank"                                                 2
          2.12     "Supplemental Benefits"                                 2
          2.13     "Supplement Death Benefits"                             2
          2.14     "Supplement Retirement Benefit"                         2

 ARTICLE III - SUPPLEMENTAL BENEFITS                                       2

          3.1      Eligibility and Vesting                                 2
          3.2      Retirement Benefit                                      2
          3.3      Death Prior to Termination of Employment                3

 ARTICLE IV - RULES OF PAYMENT                                             3

          4.1      Withholding; Taxes                                      3
          4.2      Payment of Guardian                                     3

 ARTICLE V - BENEFICIARY DESIGNATION                                       3
          5.1      Beneficiary Designation                                 3
          5.2      Amendments                                              3
          5.3      No Beneficiary Designation                              3


 ARTICLE VI - ADMINISTRATION                                               4

          6.1      Committee Duties                                        4
          6.2      Administrator                                           4
          6.3      Agents                                                  4
          6.4      Binding Effect on Decisions                             4
          6.5      Indemnity of Committee                                  4

 ARTICLE VII - CLAIMS PROCEDURE                                            4

          7.1      Claim                                                   4
          7.2      Denial of Claim                                         5
          7.3      Review of Claim                                         5
          7.4      Final Decision                                          5

 ARTICLE VIII - FORFEITURE                                                 5

 ARTICLE IX - MISCELLANEOUS                                                5

          9.1      Termination, Suspension or Amendment of Agreement       5
          9.2      Funding                                                 5
          9.3      Unsecured General Creditor                              6
          9.4      Nonassignability                                        6
          9.5      Not a Contract of Employment                            6
          9.6      Protective Provisions                                   6
          9.7      Captions                                                6
          9.8      Governing Law                                           6
          9.9      Validity                                                7
          9.10     Notice                                                  7
          9.11     Successors                                              7


                           Dated as of January 1, 1998
                               LEVI STRAUSS & CO.
                                WITH GORDON SHANK

                                   ARTICLE I

                              RECITAL; AGREEMENT

         WHEREAS, Gordon Shank, the Chief Marketing Officer of LS&CO., has
provided and will continue to provide valuable service to LS&CO. and its related
companies; in consideration of the foregoing, Shank and LS&CO. agree as follows:

                                  ARTICLE II


         For purposes of this Agreement, capitalized terms not defined herein
shall have the same meaning as in the Qualified Plan. In addition, the following
terms shall have the meanings indicated, unless the context clearly indicates

         2.1 "Actuarial Equivalent" means a benefit of equivalent value when
computed on the basis of the same mortality and interest rate factors specified
in Section 25 of the Qualified Plan.

         2.2 "Administrator" means an individual or individuals designated by
the Committee.

         2.3 "Agreement" means the Agreement set forth herein, as it may be
amended from time to time, which provides for Supplemental Benefits to and with
respect to Shank.

         2.4 "Board" means the Board of Directors of LS&CO.

         2.5 "Canadian Plan" means the Pension Plan for Salaried Employees of
Levi Strauss & Co. (CANADA) INC., as in effect from time to time.

         2.6 "Committee" means the Administrative Committee of Retirement Plans.

         2.7 "Disability" means a physical or mental condition which, in the
opinion of the Committee, permanently prevents Shank from satisfactorily
performing his usual duties for LS&CO. The Committee's decision as to Disability
will be based upon medical reports and/or other evidence satisfactory to the


         2.8 "LS&CO." means Levi Strauss & Co., and its successors and assigns.

         2.9 "Qualified Plan" means the Revised Home Office Pension Plan of Levi
Strauss Associates Inc., as Amended and Restated from time-to-time.

         2.10 "Retirement Date" means the date on or after Shank attains age 55,
that his employment with LS&CO. and all Affiliated Companies terminates.

         2.11 "Shank" means Gordon Shank, the Chief Marketing Officer of LS&CO.

         2.12 "Supplemental Benefits" means Supplemental Death Benefits and
Supplemental Retirement Benefits.

         2.13 "Supplemental Death Benefit" means the benefit payable to Shank's
Surviving Spouse under Section 3.3 of the Agreement.

         2.14 "Supplemental Retirement Benefit" means the benefit payable to
Shank under Section 3.2 of the Agreement.

                                  ARTICLE III
                             SUPPLEMENTAL BENEFITS

         3.1 Eligibility and Vesting. Shank shall be eligible to receive
benefits under the Agreement, if at all, pursuant to the terms hereof. Subject
to Article VIII, Shank shall be entitled to receive a Supplemental Retirement
Benefit pursuant to Section 3.2 if he is employed by LS&CO. or an Affiliated
Company until his Retirement Date, or if such employment earlier terminates
because of his Disability.

         3.2 Retirement Benefit. Shank's Supplemental Retirement Benefit shall
be payable at the same time and in the same manner as his benefit under the
Qualified Plan in an amount equal to the excess of

                  (i) the retirement benefit (payable at the time and in the
         manner described above) to which he would have been entitled if all
         periods of his employment with LS&CO. and any Affiliated Company were
         considered in the calculation of Benefit Service and all of his
         compensation from LS&CO. and any Affiliated Company were considered in
         the calculation of Final Average Compensation for purposes of his
         benefit under the Qualified Plan, and if such benefit were, calculated
         without application of Sections 401(a)(17) and 415 of the Internal
         Revenue Code of 1986 as amended, but subject to all other provisions,
         conditions, restrictions and limitations contained in the definitions
         of "Benefit Service" and "Final Average Compensation" under the
         Qualified Plan; over


                  (ii) the sum of the actual benefit payable to him under the
         Qualified Plan (as such time and in such manner) and the Actuarial
         Equivalent of the actual benefit payable to him (calculated as if it
         were paid at such time and in such manner) under the Canadian Plan.

         3.3 Death Prior to Termination of Employment. If Shank dies while
employed by LS&CO., or during a period of Disability but before benefits have
commenced hereunder, and Shank has a Surviving Spouse, LS&CO. shall pay a
survivor benefit to Shank's Surviving Spouse as of the first day of the month
following the later to occur of the date of Shank's death or the date that would
have been his 55' birthday, in an amount equal to the Actuarial Equivalent of
Shank's benefit determined under Section 3.2 as of the date of his death.

                                   ARTICLE IV
                                RULES OF PAYMENT

         4.1 Withholding; Taxes. LS&CO. shall withhold from payments made
hereunder any taxes required to be withheld by the federal or any state or local

         4.2 Payment to Guardian. If the benefit hereunder is payable to a minor
or a person declared incompetent or to a person incapable of handling the
disposition of his property, the Administrator may direct payment of such
benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or person. The Administrator may require
proof of incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution of the benefit. Such distribution shall
completely discharge LS&CO. from liability with respect to such benefit.

                                   ARTICLE V
                             BENEFICIARY DESIGNATION

         5.1 Beneficiary Designation. Shank shall designate one or more persons
or entities as his beneficiary (including a secondary beneficiary) to whom
benefits under this Agreement will be paid in the event of Shank's death after
he becomes entitled to payment hereunder. Each beneficiary designation shall be
in a written form prescribed by the Administrator, and will be effective only
when filed with the Administrator during Shank's lifetime.

         5.2 Amendments. Any beneficiary designation may be changed without the
consent of any designated beneficiary by the filing of a new beneficiary
designation with the Administrator. The filing of a new beneficiary designation
form will cancel all beneficiary designations previously filed.



         5.3 No Beneficiary Designation. In the absence of an effective
beneficiary designation, then the designated beneficiary shall be deemed to be
 the person or persons surviving Shank in the first of the following classes in
 which there is a survivor:

         (a) Shank's Surviving Spouse;

         (b) Shank's children, except that if any of the children predecease
Shank but leave issue surviving,.then such issue shall take by right of
representation the share their parent would have taken if living;

         (c) Shank's estate.

                                   ARTICLE VI

         6.1 Committee Duties. This Agreement shall be supervised by the
Committee. The Committee shall have the full power and authority in its
discretion to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Agreement and decide or resolve any
and all questions, including interpretation of this Agreement, as may arise in
connection with the Agreement. A majority vote of the Committee members shall
control any decision.

         6.2 Administrator. The Administrator shall direct the day-to-day
administration of the Agreement and shall act as agent of the Committee in the
operation of the Agreement.

         6.3 Agents. The Committee may, from time to time, employ other agents
and delegate to them such administrative duties as it sees fit, and may from
time to time consult with counsel who may be counsel to LS&CO.

         6.4 Binding Effect on Decisions. The decision or action of the
Committee in respect of any question arising out of or in connection with the
administration, interpretation and application of the Agreement and the rules
and regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest hereunder.

         6.5 Indemnity of Committee. LS&CO. shall indemnify and hold harmless
the members of the Committee and the Administrator against any and all claims,
loss, damage, expense or liability arising from any action or failure to act
with respect to the Agreement, except in the case of gross negligence or willful

                                   ARTICLE VII
                                CLAIMS PROCEDURE

         7.1 Claim. Any person claiming a benefit, requesting an interpretation


ruling under the Agreement, or requesting information under the Agreement
shall present the request in writing to the Administrator, which shall respond
in writing within 30 days.

         7.2 Denial of Claim. If the claim or request is denied, the written
notice of denial shall state:

                  (a) The reason for denial, with specific reference to the
         Agreement provisions on which the denial is based.

                  (b) A description of any additional material or information
         required and an explanation of why it is necessary.

                  (c) An explanation of the claim review procedure.

         7.3 Review of Claim. Any person whose claim or request is denied or who
has not received a response within 30 days may request review by notice given in
writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.

         7.4 Final Decision. The decision on review shall normally be made
within 60 days. If an extension of time is required for a hearing or other
special circumstances, the claimant shall be notified and the time limit shall
be 120 days. The decision shall be in writing and shall state the reason and the
relevant Agreement provisions. All decisions on review shall be final and bind
all parties concerned.

                                  ARTICLE VIII

         The Supplemental Benefit payable to or with respect to Shank hereunder
shall be forfeited if Shank's employment with LS&CO. or an Affiliated Company is
terminated due to misconduct as that term is defined in Section 2.42 of the
Qualified Plan.

                                   ARTICLE IX

         9.1 Termination Suspension or Amendment of Agreement. This Agreement
may only be terminated or suspended by a written agreement between Shank and

         9.2 Funding. The Agreement at all times shall be entirely unfunded and
no provision shall at any time be made with respect to segregating any assets of
LS&CO. for payment of any benefits hereunder. In addition, this Agreement is
intended to be an unfunded arrangement for purposes of the Employee Retirement
Income Security Act of



1974, as amended ("ERISA"), and the Internal Revenue Code of 1986, as amended,
and is maintained primarily to provide deferred compensation benefits for a
member of a select group of management or highly compensated employees for
purposes of ERISA. Neither Shank, nor his Surviving Spouse or beneficiary or any
other person shall have any interest in any particular assets of LS&CO. by
reason of the right to receive a benefit under the Agreement.

         9.3 Unsecured General Contractor. In the event of LS&CO.'s insolvency,
Shank and his Surviving Spouse, beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interests or claims in any property or
assets of LS&CO., and shall not be beneficiaries of, or have any rights, claims
or interests in any life insurance policies, annuity contracts or the proceeds
therefrom owned or which may be acquired by LS&CO. In that event, any and all of
LS&CO.'s assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of LS&CO. LS&CO.'s obligation under the Agreement shall be
that of an unfunded and unsecured promise of LS&CO. to pay money in the future.

         9.4 Nonassignability. Neither Shank, nor his Surviving Spouse,
beneficiary or any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt of the amounts, if any
payable hereunder, or any part thereof, which are, and all rights to which are,
expressly declared to be unassignable and nontransferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgment, alimony or separate
maintenance owed by Shank, his Spouse or beneficiary or any other person, nor be
transferable by operation of law in the event of Shank's, his Surviving Spouse's
or beneficiary's or any other person's bankruptcy or insolvency.

         9.5 Not a Contract of Employment. The terms and conditions of this
Agreement shall not be deemed to constitute a contract of employment between
LS&CO. and Shank, and Shank (or his Surviving Spouse or beneficiary) shall have
no rights against LS&CO. except as may otherwise be specifically provided
herein. Moreover, nothing in this Agreement shall be deemed to give Shank the
right to be retained in the service of LS&CO. or to interfere with the right of
LS&CO. to discipline or discharge him at any time.

         9.6 Protective Provisions. Shank will cooperate with LS&CO. by
furnishing any and all information requested by LS&CO., in order to facilitate
the payment of benefits hereunder, and by taking such physical examinations as
LS&CO. may deem necessary and taking such other action as may be requested by

         9.7 Captions. The captions of the articles, sections and paragraphs of
this Agreement are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.

         9.8 Governing Law. The provisions of this Agreement shall be construed
and interpreted according to the laws of the State of California.


         9.9 Validity. In case any provision of this Agreement shall be held
 illegal or invalid for any reason, said illegality or invalidity shall not
 affect the remaining parts hereof, but this Agreement shall be construed and
 enforced as if such illegal and invalid provision had never been inserted

         9.10 Notice. Any notice or filing required or permitted to be given to
the Committee under this Agreement shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail to any member of the
Committee, the Administrator or the Secretary of LS&CO. Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or certification.

         9.11 Successors. The provisions of this Agreement shall bind and inure
to the benefit of LS&CO. and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of LS&CO., and successors of any
such corporation or other business entity.

         IN WITNESS WHEREOF, this instrument has been executed by Shank and a
duly authorized officer of LS&CO. effective as of January 1, 1998.

                               LEVI STRAUSS & CO.

                                             Peter A. Jacobi, President

                               GORDON SHANK




                      First Amendment to Levi Strauss & Co.
                   Supplemental Executive Retirement Agreement
                                With Gordon Shank

         WHEREAS, Gordon Shank ("Shank") and Levi Strauss & Co. ("LS&CO.") have
entered into an Agreement, effective as of January 1, 1998 (the "Agreement"),
for the purpose of providing supplemental retirement benefits to Shank if
certain conditions are satisfied; and

         WHEREAS, it was the intention of Shank and LS&CO. that benefits under
the Agreement be offset by all other retirement benefits provided to Shank under
arrangements of LS&CO. or any affiliated company, and the Agreement failed to
provide for an offset of benefits under one such arrangement;

         NOW, THEREFORE, in consideration of the foregoing, which consideration
Shank and LS&CO. deem to be sufficient, Shank and LS&CO. agree to amend the
Agreement, effective January 1, 1998, as follows:

         1. A new Section 2.13 is added to the Plan (and succeeding Sections of
Article II are renumbered accordingly) and shall read as follows:

                  2.13 "'SUPPLEMENTAL CANADIAN PLAN' means the Levi Strauss &
Co. (Canada Inc. Supplementary Executive Retirement Plan."

         2. Section 3(ii) is amended to read as follows:

                           "(ii) the sum of the actual benefit payable to him
                  under the Qualified Plan (at such time and in such manner) and
                  the Actuarial Equivalent of the actual benefit payable to him
                  (calculated as if it were paid at such time and in such
                  manner) under the Canadian Plan and the Supplemental Canadian

         3. In all other respects, the provisions of the Agreement shall remain
in full force and effect.

          Signed this         day of                  , 1998.
                      -------        ----------------

          GORDON SHANK                       LEVI STRAUSS & CO.

          -------------------------             --------------------------------
                                                Peter A. Jacobi, President