EXHIBIT 10.44


                       REVISED HOME OFFICE PENSION PLAN OF
                               LEVI STRAUSS & CO.

                                    AMENDMENT


         WHEREAS,  LEVI  STRAUSS & CO. (the  "Company")  has adopted the Revised
Home Office  Pension Plan of Levi Strauss & Co. (the "Plan"); and

         WHEREAS, pursuant to  Section  20.1 of the Plan, the Board of Directors
of the Company is authorized to amend the  Plan at  any time and for any reason;
and

         WHEREAS, the Company desires to  amend  the Plan's definition of "Final
Average  Compensation"  to include  partial Plan Year  Compensation in instances
where a Member's  Final  Average  Compensation  would  otherwise be zero dollars
($0.00); and

         WHEREAS, by  resolutions  duly  adopted  on June 22, 2000, the Board of
Directors of the Company  authorized  Philip A.  Marineau,  President  and Chief
Executive  Officer,  to take  certain  actions  with  respect to the Plan and to
delegate to certain other  officers of the Company the authority to take certain
actions with respect to the Plan;

         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with  respect to the Plan and such  delegation  not been  amended,  rescinded or
superseded as of the date hereof; and

         WHEREAS, the amendment herein is within the delegated authority of Fred
D. Paulenich; and

         NOW THEREFORE,  effective  as of November 27, 2000, Section 2.28 of the
Plan is hereby amended in its entirety to read as follows:

         "2.28  'FINAL  AVERAGE  COMPENSATION'  means a Member's highest average
annual  Compensation for the five (5) consecutive Plan Years out of the ten (10)
consecutive Plan Years immediately preceding the Member's Retirement Date or, if
earlier,  the date such Member terminates Service. For purposes of determining a
Member's five (5) consecutive  Plan Years,  any Plan Year in which a Member does
not receive a full year of Benefit Service shall be  disregarded,  including for
purposes of determining  such Member's five (5)  consecutive  Plan Years. If the
Member has been employed with the Company or an Affiliated  Company as of his or
her Retirement Date or termination of Service, as applicable,  for less than ten
(10) consecutive Plan Years,  such Member's Final Average  Compensation  will be
computed  based on the  consecutive  Plan  Years (not in excess of five (5) Plan
Years),  subject to the limitation  described above, in which his or her average
annual Compensation was highest.

         In the event a Member's 'Final Average Compensation,' as computed under
the preceding  paragraph,  would equal zero dollars ($0.00),  then such Member's
"Final  Average   Compensation"   means  his  or  her  highest  average  monthly
Compensation  for  the  sixty  (60)  consecutive  months  out  of the  ten  (10)
consecutive Plan Years immediately preceding the Member's Retirement Date or, if
earlier,  the date such Member terminates Service. For purposes of determining a
Member's sixty (60)  consecutive  months,  any month in which he or she does not
receive  one-twelfth  (1/12) of a year of Benefit  Service shall be disregarded,
including  for purposes of  determining  such  Member's  sixty (60)  consecutive
months.  If the  Member has been  employed  with the  Company  or an  Affiliated
Company  as of his  or  her  Retirement  Date  or  termination  of  Service,  as
applicable,  for less than ten (10) consecutive Plan Years,  such Member's Final
Average  Compensation  will be computed based on the consecutive  months (not in
excess of sixty (60) months),  subject to the  limitation  described  above,  in
which his or her average monthly Compensation was highest."





                                    * * * * *

         IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed this _____ day of ____________________, 2001.

                                      LEVI STRAUSS & CO.



                                      By: _______________________________
                                               Fred D. Paulenich
                                               Senior Vice President of
                                               Worldwide Human Resources