EXHIBIT 10.46


                           EMPLOYEE INVESTMENT PLAN OF
                               LEVI STRAUSS & CO.

                                   AMENDMENTS


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

         WHEREAS, pursuant to Section 18.1 of the EIP, the Board of Directors of
the Company is authorized to amend the EIP at any time and for any reason; and

         WHEREAS, the  Company  desires  to  amend the EIP, effective January 1,
2002, in accordance with Regulations promulgated by the Internal Revenue Service
to eliminate all optional forms of benefit payable  thereunder in the form of an
annuity; 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 EIP and to
further  delegate  to certain  officers of the  Company  the  authority  to take
certain actions with respect 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 take certain actions
with respect to the EIP and such  delegation has not been amended,  rescinded or
superseded as of the date hereof; and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  January 1, 2002,  the EIP is hereby
amended by adding the following  sentence at the beginning of Subsection 11.5(b)
to read as follows:

                "(b)  ANNUITY  CONTRACT.  This  Subsection  11.5(b)  shall apply
only with respect to any distribution of a Plan Benefit with an Annuity Starting
Date before January 1, 2002."

                                      * * *

         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