EXHIBIT 10.53


                          CAPITAL ACCUMULATION PLAN OF
                               LEVI STRAUSS & CO.

                                   AMENDMENTS


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

         WHEREAS, the Plan provides that the Company may amend the Plan  at  any
time and for any reason, in whole or in part, including the existence, timing or
amount of the Company matching contribution thereunder; and

         WHEREAS, effective as of November 26,  2001,  the  Company  desires  to
amend  the  Plan  to  replace  the  current  75%  matching  contribution  with a
discretionary  matching contribution that: (1) shall be based solely on existing
or anticipated  company  performance and financial or economic  conditions;  (2)
shall be conditioned upon a Plan participant being employed with the Company and
maintaining  a Plan  Account  as of the last day of the Plan  Year to which  the
matching  contribution  relates;  (3) shall be  applicable  only with respect to
participant  contributions  made to the Plan on or after the date a  participant
completes at least one year of service  with the Company;  AND (4) to the extent
the Company  provides for a  discretionary  matching  contribution  for any Plan
Year, shall be payable to an eligible  participant's  Plan Account following the
close of that Plan Year and as soon as reasonably practicable after the date the
Company determines the amount of such matching contribution; 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 the authority to take certain actions with respect to the Plan; 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with respect to the Plan and such delegation has not been amended,  rescinded or
superseded as of the date hereof; and

         WHEREAS, the amendments herein are within the  delegated  authority  of
Fred D. Paulenich;

         NOW THEREFORE, effective as of November 26, 2001,  the  Plan is  hereby
amended and  restated,  in its  entirety,  as set forth in the Exhibit  attached
hereto.

                                      * * *

         IN WITNESS WHEREOF, LS&CO. has caused this instrument to be executed by
its duly authorized officer this _______ day of ________________, 2001.


                              LEVI STRAUSS & CO.



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