EXHIBIT 99.2


                                SECOND AMENDMENT

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


     WHEREAS, Levi Strauss & Co. ("LS&CO.") maintains the Levi Strauss & Co.
Long-Term Investment and Savings Plan (the "Plan") to provide retirement
benefits for its eligible employees; and

     WHEREAS, pursuant to Section 15.1 of the Plan, the Board of Directors of
the LS&CO. is authorized to amend the Plan at any time and for any reason; and

     WHEREAS, LS&CO. desires to exclude from the definition of "Eligible
Employee" those workers designated as "Supplemental Workers" according to
LS&CO.'s payroll records; and

     WHEREAS, LS&CO. also desires to amend the Plan to incorporate changes
requested by the Internal Revenue Service; 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 Plan and to further
delegate to certain officers of LS&CO. the authority to take certain actions
with respect to the Plan; and

     WHEREAS, on June 22, 2000, Philip A. Marineau delegated to the Senior Vice
President of Worldwide Human Resources, the authority to take certain actions
with respect to the Plan and such delegation has not been amended, rescinded or
superseded as of the date hereof; and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 the dates specified herein, the Plan is
hereby amended as follows:

     1. Effective JUNE 1, 2003, the following is added after subsection (h) in
Section 2.17 of the Plan:

          "(i) Any Employee who is classified as a Supplemental Worker according
to the Company's records."

     2. Effective November 25, 1996, the following is added as a new defined
term under Article II of the Plan:

     "2.19A "EXCESS AGGREGATE CONTRIBUTIONS" means, with respect to each Plan
Year, the excess of (1) the aggregate amount of Post-Tax Contributions actually
taken into account in computing the actual contribution percentage of Highly
Compensated Employees for such Plan Year, over (2) the maximum amount of such
contributions permitted by the actual contribution percentage test (determined
by hypothetically reducing the Post-Tax Contribution made on behalf of the
Highly Compensated Employees in order of the actual contribution percentages
with the highest of such percentages)."



     3. Effective November 25, 1996, the following is added as a new defined
term under Article II of the Plan:

     "2.19B "EXCESS CONTRIBUTIONS" means, with respect to each Plan Year, the
excess of the (1) the aggregate amount of Pre-Tax Contributions actually taken
into account in computing the actual deferral percentage of Highly Compensated
Employees for such Plan Year, over (2) the maximum amount of such contributions
permitted by the actual deferral percentage test (determined by hypothetically
reducing the Pre-Tax Contribution made on behalf of the Highly Compensated
Employees in order of the actual deferral percentages with the highest of such
percentages)."

     4. Effective November 25, 1996, the following is added as a new defined
term under Article II of the Plan:

     "2.19C "EXCESS DEFERRALS" means a Member's Pre-Tax contribution amount that
when aggregated with the amounts deferred by the Member under other plans or
arrangements described in Code Sections 401(k), 408(k), 408(p), 403(b), 457 or
501(c)(18), exceeds the Pre-Tax Contribution limit imposed by Code Section
402(g) (as adjusted as provided in Code Sections 415(d) and 402(g)(5))."

     5. Effective for Plan Years beginning on or after January 1, 1997, the
following subparagraph replaces subparagraph (a)(ii) in Section 2.22:

          "(ii) For the preceding Plan Year, received "compensation" from the
Company or an Affiliated Company in excess of eighty thousand dollars
($80,000.00), as adjusted from time to time under Code Section 414(q)(1)(B)."

     6. Effective for Plan Years beginning on or after January 1, 1997, the
following replaces the first sentence of the last paragraph in Section 2.22:

     "The determination of who is a Highly Compensated Employee will be made in
accordance with Section 414(q) of the Code."

     7. Effective November 25, 1996, the following replaces the first three
sentences of subparagraph (a) in Section 4.7:

          "(a) Excess Contributions. If a Member who is a Highly Compensated
Employee makes Pre-Tax Contributions which constitute Excess Contributions with
respect to a Plan Year, such Excess Contributions (and the earnings on such
contributions up to the date of distribution, determined in a manner consistent
with 1.401(k)-1(f)(4)(ii) of the Code) will be distributed to the Member by the
end of the next Plan Year. Pre-Tax Contributions and any earnings on such
contributions directed by the Highly Compensated Employee having the highest
rate of Pre-Tax Contributions (as a percentage of Compensation) will be refunded
first under the provisions of the applicable Regulations. Notwithstanding, the
foregoing sentence, for Plan Years beginning on or after January 1, 1997, Excess
Contributions (and any earnings on such contributions) made on behalf of a
Highly Compensated Employee shall be allocated to the Highly Compensated
Employee with the largest amount of Pre-Tax Contributions taken into account in
calculating the actual deferral percentage for the year in which the excess
arose, beginning with the Highly Compensated Employee with the largest amount of
Pre-Tax Contributions and continuing in descending order

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until all Excess Contributions have been allocated. For purposes of the
preceding sentence, the "largest amount" is determined after distribution any
excess Pre-Tax Contributions."

     8. Effective November 25, 1996, the following replaces the first sentence
of subparagraph (b) in Section 4.7:

          "(b) Excess Deferrals. If a Member makes Pre-Tax Contributions which
constitute Excess Deferrals to one or more plans with respect to a calendar
year, the Member may allocate the Excess Deferrals among the plans to which such
deferrals were made and notify the Administrative Committee in writing by March
1 of the next calendar year of the Excess Deferrals allocated to the Plan."

     9. Effective November 25, 1996, the following replaces the first three
sentences of subparagraph (c) is Section 4.7:

          "(a) Excess Aggregate Contributions. If a Member who is a Highly
Compensated Employee makes Post-Tax Contributions which constitute Excess
Aggregate Contributions, with respect to a Plan Year, such Excess Aggregate
Contributions (and the earnings on such contributions up to the date of
distribution, determined in a manner consistent with 1.401(m)-1(e)(3)(ii) of the
Code) will be distributed to the Member by the end of the next Plan Year.
Post-Tax Contributions and any earnings on such contributions directed by the
Highly Compensated Employee having the highest rate of Post-Tax Contributions
(as a percentage of Compensation) will be refunded first under the provisions of
the applicable Regulations. Notwithstanding, the foregoing sentence, for Plan
Years beginning on or after January 1, 1997, Excess Aggregate Contributions (and
any earnings on such contributions) made on behalf of a Highly Compensated
Employee shall be allocated to the Highly Compensated Employee with the largest
amount of Post-Tax Contributions taken into account in calculating the actual
deferral percentage for the year in which the excess arose, beginning with the
Highly Compensated Employee with the largest amount of Post-Tax Contributions
and continuing in descending order until all Excess Aggregate Contributions have
been allocated. For purposes of the preceding sentence, the "largest amount" is
determined after distribution any excess Post-Tax Contributions."

     10. Effective November 25, 1996, the following replaces the first sentence
of Section 5.4:

     "If any Matching Contribution otherwise allocable to a Member who is a
Highly Compensated Employee would constitute an Excess Aggregate Contribution
with respect to the Plan Year, then:"

     11. Effective November 25, 1996, the following replaces the second to last
sentence in the second paragraph of Section 5.4(b):

     "Notwithstanding the foregoing sentence, for Plan Years beginning on or
after January 1, 1997 Excess Aggregate Contributions (and any earnings on such
contributions) made on behalf of a Highly Compensated Employee shall be
allocated to the Highly Compensated Employee with the largest amount of Matching
Contributions taken into account in calculating the actual deferral percentage
test for the year in which the excess arose, beginning with the Highly
Compensated Employee with the largest amount of Matching Contributions and
continuing in descending order

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until all Excess Aggregate Contributions have been allocated. For purposes of
the preceding sentence, the "largest amount" is determined after distribution of
any excess Matching Contributions."

     12. Effective January 1, 2000, the following should be added to the last
full paragraph of 9.4(d):

     "Effective January 1, 2000, a Member may not directly transfer to another
eligible retirement plan any portion of a hardship distribution described in
Code Section 401(k)(2)(B)(i)(IV)."

                                      * * *

     IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed this ____ day of ________, 2003.


                     LEVI STRAUSS & CO.

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


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