Excess Benefit Restoration Plan

EXHIBIT 10.27


EXCESS BENEFIT RESTORATION PLAN


(AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 27, 1989)


LEVI STRAUSS ASSOCIATES INC.
EXCESS BENEFIT RESTORATION PLAN


LEVI STRAUSS ASSOCIATES INC.
SUPPLEMENTAL BENEFITS RESTORATION PLAN


AMENDMENTS


WHEREAS, Levi Strauss Associates Inc. (the "Company") has established the Levi Strauss Associates Inc. Excess Benefit Restoration Plan and the Levi Strauss Associates Inc. Supplemental Benefit Restoration Plan (individually, the "Excess BRP" and the "Supplemental BRP", respectively, collectively, the "BRPs");


WHEREAS, the Company desires to amend the BRPs in order to assist certain persons associated with the Company in avoiding transactions which could result in liability under Section 16(b) of the Securities Exchange Act of 1934, as amended;


WHEREAS, by resolutions duly adopted on June 22, 1989 and June 18, 1992, the Board of Directors of the Company authorized Robert D. Haas, Chairman of the Board and Chief Executive Officer, to adopt certain amendments to the employee benefit plans of the Company and to delegate to any other officer of the Company the authority to adopt certain amendments to such plans (the "Delegation"); and


WHEREAS, on October 20, 1989, pursuant to the Delegation, Robert D. Haas delegated to Donna J. Goya, Senior Vice President, the authority to amend the employee benefit plans of the Company subject to specified limits, and such delegation has not been amended, rescinded or superseded as of the date hereof;


NOW, THEREFORE, effective as of the date hereof, the Company amends the BRPs as set forth below:


1. Section 4 of the Excess BRP is amended by the addition of a new subsection (c), to read as set forth below:


(c) Any contrary provision of the Plan notwithstanding, to the extent
that any portion of the benefit hereunder of an Eligible Employee who
is an Insider is attributable to amounts deemed to have been invested
in the Stock Fund pursuant to the second paragraph of Section 3(b),
such portion shall not be payable prior to the earlier of the
termination of employment, death, retirement or disability of such
Eligible Employee. For purposes of this Section 4(c), (i) the term
"Insider" shall mean an Eligible Employee who is subject to Section
16(a) of the Securities Exchange Act of 1934, as amended, and (ii) the
phrases or terms "termination of employment", "retirement" and
"disability" shall have the meaning that such phrases or


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terms, or the equivalent phrases or terms, have under the Qualified
Plan which maintain such Stock Fund.


2. Section 4 of the Supplemental BRP is amended by the addition of a new subsection (c), to read as set forth below:


(c) Any contrary provision of the Plan notwithstanding, to the extent
that any portion of the benefit hereunder of an Eligible Employee who
is an Insider is attributable to amounts deemed to have been invested
in the Stock Fund pursuant to Section 3(c)(2), such portion shall not
be payable prior to the earlier of the termination of employment,
death, retirement or disability of such Eligible Employee. For
purposes of this Section 4(c), (i) the term "Insider" shall mean an
Eligible Employee who is subject to Section 16(a) of the Securities
Exchange Act of 1934, as amended, and (ii) the phrases or terms
"termination of employment", "retirement" and "disability" shall have
the meaning that such phrases or terms, or the equivalent phrases or
terms, have under the Qualified Plan which maintains such Stock Fund.


IN WITNESS WHEREOF, the undersigned has set her hand hereunto on February 9, 1993.


_____________________________
Donna J. Goya
Senior Vice President


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LEVI STRAUSS ASSOCIATES INC.
EXCESS BENEFIT RESTORATION PLAN


LEVI STRAUSS ASSOCIATES INC.
SUPPLEMENTAL BENEFIT RESTORATION PLAN


AMENDMENTS


WHEREAS, Levi Strauss Associates Inc. (the "Company") has established the Levi Strauss Associates Inc. Excess Benefit Restoration Plan and the Levi Strauss Associates Inc. Supplemental Benefit Restoration Plan (individually, the "Excess BRP" and the "Supplemental BRP," respectively, collectively, the "BRPs");


WHEREAS, the Company desires to amend the BRPs to provide for an orderly and systematic division of interests under the BRPs pursuant to an appropriate domestic relations order;


WHEREAS, by resolutions duly adopted on June 18, 1992, the Board of Directors of the Company authorized Robert D. Haas, Chairman of the Board and Chief Executive Officer, to adopt certain amendments to the employee benefit plans of the Company and to delegate to any other officer of the Company the authority to adopt certain amendments to such plans (the "Delegation"); and


WHEREAS, on June 1, 1993, pursuant to the Delegation, Robert D. Haas delegated to Donna J. Goya, Senior Vice President, the authority to amend the employee benefit plans of the Company subject to specified limits, and such delegation has not been amended, rescinded or superseded as of the date hereof;


NOW, THEREFORE, effective as of the date hereof, the Company amends the BRPs as set forth below:


1. The Excess BRP is amended by the addition of a new Section 10 to read as set forth below:


Section 10


Alienation in Response to Qualified Domestic Relations Order
------------------------------------------------------------


Any other provision of this Plan notwithstanding, an Eligible
Employee's benefit under the Plan shall be payable to any "alternate
payee," as such person is defined in section 414(p)(8) of the Code, as
provided in a domestic relations order with respect to the Plan which
would constitute a qualified domestic relations order within the
meaning of section 414(p)(1)(A) of the Code if the Plan were subject
to section


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414(p) of the Code. Determinations under this Section 10, including
but not limited to determination of whether an order would constitute
a qualified domestic relations order, shall be made by the Committee,
or its designee, in its sole discretion. The rights of any alternate
payee hereunder are subject to the provisions of the Plan as
administered with respect to alternate payees, and the Committee may
require an alternate payee to acknowledge that his or her rights are
subject to such provisions.


2. The Supplemental BRP is amended by the addition of a new Section X to read as set forth below:


Section X


Alienation in Response to Qualified Domestic Relations Order
------------------------------------------------------------


Any other provision of this plan notwithstanding, an Eligible
Employee's benefit under the Plan shall be payable to any "alternate
payee," as such person is defined in section 414(p)(8) of the Code, as
provided in a domestic relations order with respect to the Plan which
would constitute a qualified domestic relations order within the
meaning of section 414(p)(1)(A) of the Code if the Plan were subject
to section 414(p) of the Code. Determinations under this Section 10,
including but not limited to determination of whether an order would
constitute a qualified domestic relations order, shall be made by the
Committee, or its designee, in its sole discretion. The rights of any
alternate payee hereunder are subject to the provisions of the Plan as
administered with respect to alternate payees, and the Committee may
require an alternate payee to acknowledge that his or her rights are
subject to such provisions.


IN WITNESS WHEREOF, the undersigned has set her hand hereunto as of the date set forth below.


_____________________ _______________________________ Date Donna J. Goya


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LEVI STRAUSS ASSOCIATES INC.
EXCESS BENEFIT RESTORATION PLAN


LEVI STRAUSS ASSOCIATES INC.
SUPPLEMENTAL BENEFIT RESTORATION PLAN


AMENDMENTS


WHEREAS, Levi Strauss Associates Inc. (the "Company") has established the Levi Strauss Associates Inc. Excess Benefit Restoration Plan and the Levi Strauss Associates Inc. Supplemental Benefit Restoration Plan (individually, the "Excess BRP" and the "Supplemental BRP", respectively, collectively, the "BRPs");


WHEREAS, the Company desires to amend the BRPs to permit the expansion of options for crediting certain bookkeeping accounts maintained under the BRPs;


WHEREAS, by resolutions duly adopted on June 18, 1992, the Board of Directors of the Company authorized Robert D. Haas, Chairman of the Board and Chief Executive Officer, to adopt certain amendments to the employee benefit plans of the Company and to delegate to any other officer of the Company the authority to adopt certain amendments to such plans (the "Delegation"); and


WHEREAS, on June 1, 1993, pursuant to the Delegation, Robert D. Haas delegated to Donna J. Goya, Senior Vice President, the authority to amend the employee benefit plans of the Company subject to specified limits, and such delegation has not been amended, rescinded or superseded as of the date hereof,


NOW, THEREFORE, effective as of the date hereof, the Company amends the BRPs as set forth below:


1. Section 3(b) of the Excess BRP is amended in its entirety to read as set forth below:


(b) The difference between the aggregate amount of contributions which
would have been allocated for plan years beginning before November 26, 1990
in respect of the Eligible Employee under the Qualified Plans that are
defined contribution plans without regard to the Benefit Limitation and the
aggregate amount of contributions actually allocated in respect of such
Eligible Employee thereunder, adjusted to reflect the performance of any
measurement standard selected pursuant to Section 3(d) ("performance
adjustments"); provided, however, that to the extent that such amount would
have consisted of pre-tax or post-tax employee contributions, such amount
will be credited hereunder only to the extent that the Eligible Employee
executes a salary


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reduction agreement in a form suitable to the Committee. For purposes of
determining performance adjustments hereunder, amounts payable pursuant to
this Section 3(b) shall be deemed to be subject to the applicable
performance standard as of the date such amounts would have been allocated
under the Qualified Plan if not for the Benefit Limitation.


At any time that participants under a Qualified Plan invest amounts
contributed on their behalf to such Plan in a fund which invests primarily
in the common stock of the Company (the "Stock Fund"), the Eligible
Employee shall be permitted to elect whether any portion of the amount
described in the immediately preceding paragraph shall be deemed to be
invested in the Stock Fund, provided that such amount would have been
available for investment in the Stock Fund at such time if not for the
Benefit Limitation. If the Eligible Employee elects to have such amount
deemed to be invested in the Stock Fund, the Eligible Employee's benefit
under this Section 3(b) shall include (i) an amount equal to any employer
matching contribution which would have been made to the Qualified Plan had
such investment been made in the Stock Fund, and (ii) in lieu of
performance adjustments as described in the immediately preceding
paragraph, gains or losses in respect of the deemed contributions to the
Stock Fund to reflect the gains or losses in the Stock Fund during the same
period. In addition, any amounts credited to an Eligible Employee pursuant
to the first paragraph of this Section 3(b) with respect to Nonelective
Contributions which, by reason of the Benefit Limitation, could not be made
to a Qualified Plan shall be deemed to be invested in the Stock Fund as of
the next purchase of common stock of the Company by the Stock Fund which
occurs after such amounts are credited under this Plan, and, thereafter,
such amounts shall, in lieu of performance adjustments, reflect gains and
losses in the manner prescribed in clause "(ii)" of the immediately
preceding sentence. The election permitted under this paragraph generally
shall be subject to the same limitations as are applicable to similar
elections under the relevant Qualified Plan, except as provided otherwise
by the Committee.


2. Section 3 of the Excess BRP is amended by the addition of a new subsection (d), to read as set forth below:


(d)(1) Performance adjustments effected with respect to Plan benefits
described in Section 3(b) above shall be determined pursuant to paragraph 2
below, except to the extent that the Committee offers, and the Eligible
Employee elects, alternative measurement standards pursuant to paragraph 3
below.


(2) The performance adjustment pursuant to this paragraph 2 shall be
interest, computed monthly, at a rate determined by the Committee to be
equivalent to the reference rate charged for commercial loans by the Bank
of America N.T. & S.A. on the last day of each such month.


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(3) The Committee may, but is not required to, offer one or more
measurement standards in addition to the stand ...