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Levi Strauss & Co.

2010 Promotion Incentive Fund – Levi’s

®

Brand

(effective January 1, 2010)

Description: The Promotion Incentive Fund (PIF) is a quarterly credit against purchases of first quality Levi’s ® products made by an eligible customer in a calendar quarter. Quarterly periods are as follows:

Quarter 1

Quarter 2

Quarter 3

Quarter 4

January - March

April - June

July - September

October - December

PIF dollars are intended to help customers fund their advertising and promotion of

Levi’s ® products. LS&CO. unilaterally administers the PIF program with the goal of encouraging customers to appropriately advertise Levi’s ®

products.

Effective Date:

Eligible Products:

January 1, 2010 through December 31, 2010.

First quality Levi’s ® products (produced and sold by LS&CO.) that are shipped to the customer and invoiced January 1, 2010 through December 31, 2010.

Eligible Customers: To be eligible for PIF credit, customers must comply with the advertising guidelines described in this document. PIF credit is only available for first quality products.

Funding: After the close of a quarter, an eligible customer will receive a PIF credit for that prior calendar quarter’s net shipped dollars. Actual percent credited is based on LS&CO.’s sole review and determination of customer compliance with these guidelines.

Payment Method: On or around the credit issue date, Sales Representatives will notify eligible customers of the dollar amount being credited to their LS&CO. account along with the coordinating

CAM #.

Note : PIF credits are calculated on the entire calendar quarter’s first quality net shipped dollars as determined by LS&CO. Customers are not eligible for future quarter payments before the end of each qualifying quarter, or for partial quarter payments at any time.

Customers remain free to advertise at prices they choose, but if advertising for Levi’s ® with these guidelines, it will affect Customer’s PIF funding.

products fails to comply

Advertising Guidelines

To receive PIF funding, customers must comply with the following guidelines:

1.

2.

All advertisements must be for prices at or above the Suggested Retail Price ( “SRP” ) or the

Suggested Promotional Price ( “SPP” – may only be used during the appropriate periods, see 2 below) as listed in the LS&CO. Price List for the applicable season.

Customers may only advertise Levi’s ®

products at SPP pricing during the SPP windows established in the promotional calendar.

LS&CO. reserves the right to modify or cancel part or all of this program at any time for any reason and without prior notification to customer.

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3.

4.

5.

6.

All advertisements must use the Levi’s

G uidelines” below.

® trademarks appropriately. See “Trademark Usage

All advertisements must reflect an effectively advertised price. See “Effectively Advertised

Price” below.

Advertisements may not indicate that Levi’s ® products are being discontinued ( See

“’Discontinued’ Advertising” below ) except as e xplicitly allowed in the “Exceptions to the

General Guidelines; Clearance of Discontinued Product Over the Internet”

Advertisements for Levi’s

Requirements for Levi’s ®

® men’s, guys and boys products must include numeric product descriptions and specifically identify the relevant consumer segment. See “Additional

Men’s, Guys and Boys Products” below.

Points to note about application of the above guidelines:

Television, film, and radio ads, in addition to print circulars, direct mail, and other multi-page advertisements will be considered in their entirety when applying these guidelines.

As of February 1, 2010, these guidelines extend to all internet advertising. These guidelines apply to the entire eCommerce site, including the product and category pages. However, you may always choose to offer consumers a way of clicking through the product page (to a shopping cart or other page) to see the “ultimate/final” price for the product which may be below

(or above) the suggested applicable SRP/SPP prices without violating PIF. If you have been approved to sell Levi’s® products on-line, you must comply with these guidelines and with

LS&CO.’s Retail Selling on the Internet Policies (RSOTI) to maintain your eligibility for PIF funding for on-line sales. See the RSOTI Policies for more information.

 Customers may advertise Levi’s ®

products at or above recommended SRP at any time throughout the year without impacting PIF eligibility.

Guidelines apply to all advertising (other than internet advertising) that is run after January 1,

2010 and to internet advertising that is run after February 1, 2010.

PIF compliance is reviewed, and PIF funds are allocated, by consumer product segment (except in the case of on-line sales, see below): non-compliance with any part of these guidelines will immediately eliminate, for the quarter, PIF funding for the particular consumer product segment(s) that included an improperly advertised product. For on-line sales, PIF compliance is reviewed, and PIF funds are allocated, by channel: non-compliance with the guidelines on the internet will eliminate, for the quarter, PIF funding for all on-line sales .

 The guidelines do not apply to advertisements that appear solely in a customer’s brick-andmortar store.

The guidelines do not apply to general advertisements that do not identify the Levi’s ®

brand by name, image or trademark.

 Any advertisement featuring “range” pricing (e.g. $XX - $YY) must be presented so that the lowest price in the depicted range does not fall below the recommended SRP/SPP attributable to any of the products pictured in the advertisement. See “Range Pricing” below.

Effectively Advertised Price: All advertisements must include an “Effectively Advertised Price” so that one can determine the final price of at least one product style for each consumer segment covered by the advertisement after all advertised discounts (department, store-wide sale coupons, etc.) are applied. This effectively advertised price must equal or exceed recommended pricing guidelines (SRP/SPP).

Examples of advertisements that would constitute a violation of these guidelines because they

do not include an effectively advertised price:

Advertisements w/out a Base Price : any advertisement that promotes a discount and identifies the Levi’s ® brand by name, photograph or trademarks, but does not provide a base price for at least one product style for each consumer segment covered by the advertisement from which the ultimate price may be calculated .

Example: “All Levi’s ® Jeans on Sale, (reg. $XX – $YY)”

LS&CO. reserves the right to modify or cancel part or all of this program at any time for any reason and without prior notification to customer.

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Problem: the advertisement does not call out the price for at least one Levi’s ®

jean product style for any consumer segment.

Example: “All Men’s, Women’s and Children’s Levi’s ® Jeans on Sale ”, with a picture of a Levi’s ®

Men’s product that says “reg. $XX”.

Problem: the advertisement only calls out the price for one Men’s product and does not call out the price for at least one style from each consumer segment identified in the advertisement.

Example: “Entire stock of Men’s Denim” or “Entire Store” XX% off with a picture of a Levi’s ® Men’s product.

Problem: the advertisement does not show any specific Levi’s ®

product prices from which the ultimate price may be calculated.

Example: “Take an extra $15 off instantly with any purchase of $75 or more of Levi’s ® products”

Problem: the advertisement does not show any specific Levi’s ® product prices from which the ultimate price may be calculated.

Examples of advertisements that would constitute a violation of these guidelines because the

Effectively Advertised Price is below SRP or SPP:

Example: coupons included in circulars or advertisements which show prices for Levi’s ®

products and – after coupon is considered – advertise an ultimate price that is below the applicable

SRP/SPP.

Problem: effectively advertised price is below SRP/SPP.

Example: “Immediate Rewards” advertising, if the assumed purchase price results in per unit pricing below SRP/SPP, even if the advertisement includes a base price for Levi’s as, “Buy $50 worth of Levi’s ® product and get $10 off your purchase immediately”.

®

products, such

Problem: assumed purchase price is the effectively advertised price and is below SRP/SPP.

Example: “Buy one pair of Levi’s ® jeans , get one free or half off” if the assumed purchase results in per unit pricing below SRP/SPP.

Problem: assumed purchase price is the effectively advertised price and is below SRP/SPP.

“Discontinued” Advertising : Customers may not include Levi’s ® products in any advertising that indicates by name, photograph or trademarks that the

Product Over the Internet”.

Levi’s ®

products will no longer be offered for sale except as explicitly allowed in the “Exceptions to the General Guidelines; Clearance of Discontinued

Example: “Clearance: limited quantities of selected Levi’s

Problem: advertisement indicates that Levi’s

® discontinued styles on sale: $XX”

®

products are being discontinued.

Range Pricing: To maintain compliance with these guidelines, advertisements featuring a range discount should be addressed as follows:

If the range is presented in terms of product prices (e.g. $24.99 - $29.99) and the advertisement shows a range of products (e.g. men’s 505 ® , 52 7™ and 501 ® jeans) then you must look at the lowest price mentioned to determine whether that advertised price falls below the SRP/SPP for any of the products pictured. If it does, the ad is not compliant.

If the range is presented in terms of a percentage discount (e.g. 10%-20%) then you must take the highest percentage discount and apply it to the lowest price depicted product to determine whether the Effectively Advertised Price of that product is below SRP/SPP. If it is, the ad is not compliant.

Addi tional Requirements for Levi’s ® Men’s, Guys and Boys Products: All advertisements for Levi’s ®

Men’s, Guys and Boys products must include the style of product depicted and specifically identify the consumer segment.

LS&CO. reserves the right to modify or cancel part or all of this program at any time for any reason and without prior notification to customer.

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Conforming Advertisements

Example (Men ’s): “Levi’s ® Men’s 505 ® Jeans - $31.99” or “Levi’s ® 505 ® Jeans - $31.99”

Example (Guy’s): “Levi’s

Example (Boy’s): “Levi’s

® Guy’s 527™ and Fashion Jeans - $31.99 - $36.99”

® Boy’s 569 ®

- $19.99”

Nonconforming Advertisements

Example (Men’s): “Levi’s

Example (Guy’s): “Levi’s

® Men’s Jeans at $31.99”

® Guy’s Jeans $31.99 - $36.99”

Example (Boy’s): “Levi’s Boy’s Jeans - $19.99”

Problem: advertisements do not call out the style number.

Exceptions to the General Guidelines :

Special Events: The following special events are permitted and will not constitute a violation of these guidelines.

(1) Bouncebacks/Future Rewards and Gift Cards: Advertisements for limited types of future rewards, gift cards or “bounceback” programs are permissible so long as they comply with the following guidelines:

Customers may advertise up to three such events lasting no more than 12 days during each calendar quarter, so long as the duration of each event is identified in the advertisement (and does not exceed 12 days).

Dur ing each event, the effectively advertised price of Levi’s ® jeans may fall below SPP so long as the advertised base price per unit of Levi’s ® jeans equals or exceeds SRP/SPP, whichever is applicable during the event.

The future reward advertised must apply throughout the store or at least throughout the apparel department: it may not be limited solely to future purchases of Levi’s ® products.

Conforming Event/Advertisement

Example: “Buy $75 worth of Levi’s ® jeans and receive a $10 coupon good between (dates) towards future purchase of any item in the store”

(2) Senior Citizen Discounts : Customers may advertise senior citizen discounts as follows:

During promotional windows when SPP prices are applicable, Customers may also advertise two single days per quarter when Senior Citizens will receive up to a 15% discount.

 The effectively advertised price of Levi’s ® jeans once the Senior Citizen discount is applied may fall below SPP so long as the advertised base price per unit of Levi’s ® jeans equals or exceeds SRP/SPP.

Clearance of Discontinued Product Over the Internet: Customers may advertise product on the internet only on their eCommerce site at prices below SRP/SPP so long as: (a) the advertised price only appears on the product page and does not appear on the internet landing/home page, and (b) the product is identified with as much specificity as possible – i.e. by product category, style, and finish – and is called out as “discontinued. This restriction applies at all times, even after the SRP/SPP end dates.

LS&CO. reserves the right to modify or cancel part or all of this program at any time for any reason and without prior notification to customer.

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Trademark Usage Guidelines

To receive PIF funding, Customers must follow the Levi’s ®

brand trademark guidelines below.

Numeric Trademark and Product Descriptor Guidelines:

Levi’s ®

500 series style trademarks must be followed by the appropriate

® or ™ symbol:

The only four silhouettes requiring ® are: 501 ® , 505 ® , 517 ® , and 569 ® .

 All other 500 series trademarks must be followed by the ™ symbol.

Examples : 501

®

Jeans, 529™ Jeans

 Use of the Levi’s ®

trademark preceding the 500 series is recommended but not required.

Examples : Levi’s ®

501

® Jeans, Levi’s ®

569

®

Jeans

Logo Guidelines: Shift from Red Tab to Batwing

Customers should start using the updated Batwing logo immediately but will have six (6) months to fully transition to the new logo before violation of trademark usage guidelines are enforced. As of July 1,

2010, use in print advertising of any logo other than the updated Batwing, including the old Batwing (see below), will constitute a trademark violation and trigger loss of PIF funds. The Batwing may be used only as directed in the “Levi’s Logo Mini-Guidelines – Wholesalers” attached to this document.

Updated Batwing – proper use:

Old Batwing – improper use:

See the attachment for additional requirements associated with use of the Batwing logo.

SilverTab ® Trademark Guidelines:

Logo:

The Tab is the only logo approved for use in advertising SilverTab

®

product. No other logos may be used:

LS&CO. reserves the right to modify or cancel part or all of this program at any time for any reason and without prior notification to customer.

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Correct Incorrect

Artwork:

The integrity of the Tab’s artwork must be maintained

The proportions of the Tab must be maintained regardless of the size used.

The typeface for the word "Levi's" in the Tab is a custom-designed font and exists as artwork only.

The

®

symbol always appears on the left of the word "Levi's."

No text or imagery may be superimposed over the Tab.

Color:

The Tab is available in two color formats: color and black and white. No other versions of the Tab may be used.

The color standard for the Tab logo is PMS 877 Silver or 429c Gray.

The color of the Levi's

®

trademark within the Tab is white.

Use the color version of the Tab whenever possible.

When using the Tab in black & white, a grayscale version should be used to match the color standard.

Grayscale standard is 45% black.

Color Logo Color Logo as Grayscale

Note: Logo artwork, casting and styling guidance, advertising layout suggestions and additional trademark information is available on the Levi’s ® Digital Download website. Please see your Senior Account Executive or

Customer Marketing Manager for access.

LS&CO. reserves the right to modify or cancel part or all of this program at any time for any reason and without prior notification to customer.

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