EXHIBIT 10.4







April 16, 2002



Joe Middleton
Levi Strauss & Co.
Avenue Arnaud Fraiteur 15-23
1050 Brussels
Belgium

Dear Joe,

Levi Strauss & Co. is offering you loan of $1,000,000  USD. This loan is subject
to the following terms:

o   Interest  Rate:  0%.

o   Repayment: This loan of $1,000,000 is due and payable, in full, by  the 28th
    February, 2005.

o   Termination Prior to Repayment: Should  you terminate  or be terminated from
    the Company, for any reason, before you have repaid this loan, you are still
    responsible for full repayment.  If there are funds in any final  payment(s)
    due you, whatever nature of those payments, you  agree  that the full amount
    will be automatically deducted  from your final payment(s).  However, should
    the  final  payment(s) be  insufficient  to offset the total amount due, you
    will be responsible for issuing a personal check  to  the  Company  for  any
    remaining amount based on the following conditions:
    -  Voluntary Termination: The  Company  must receive repayment within thirty
       (30) days of your termination date.
    -  Involuntary Termination: The Company must receive repayment within ninety
       (90) days of your termination date.

o  Taxation: You  will  be liable for  taxes  (imputed  income) on  the notional
   interest annually  applicable  to this loan (based on a 7% annual  percentage
   rate). LS&CO. will reimburse any taxes you pay due to interest income related
   to this loan.

o  Payment  Instructions: You  will  provide  payment  instructions  to  include
   currency of payment and bank account. If the payment is to be in  a  currency
   other than dollars, the payment will be made in the selected  currency on the
   agreed date at the rate then  available in the  foreign  exchange  market. We
   will provide you a confirmation  of  the  market exchange rate obtained by us
   for the transaction. The payment will be made on  the  date  mutually  agreed
   between you and the Company.




Mr. Middleton
April 16, 2002
Page 2 of 2






o  Governing Law:  The  terms of this  Agreement will be governed by the laws of
   the State of California.

o  Amendment: This letter may be amended or  modified  only  by an instrument in
   writing which expressly refers to this letter and which is signed by both you
   and the Company.

o  Waiver: No waiver of any of these provisions and conditions of this letter or
   granting any consent shall be valid unless in writing and signed by the party
   against whom enforcement of that waiver or consent is sought.

By signing below, you agree to all of the above terms and  conditions  and agree
to repay, as provided and described herein, the loan.



_____________________________                           Dated: _________________
Joe Middleton



_____________________________                           Dated: _________________
Fred D. Paulenich
Senior Vice President, Worldwide Human Resources