AMENDMENT NO. 1
                                     TO THE
                              ARMOR HOLDINGS, INC.
                            2002 STOCK INCENTIVE PLAN


         The following amendment is hereby made to the Armor Holdings, Inc. 2002
Stock Incentive Plan (the "Plan"):

         Section 5.8 of the Plan is hereby amended in its entirety and replaced
by the following new Section 5.8:

                  "5.8 Modification, Extension or Renewal. The Committee may
         modify, extend or renew outstanding Options and authorize the grant of
         new Options in substitution therefor, provided that (i) except as
         expressly provided for in the Plan or an Award Agreement, any such
         action may not, without the written consent of a Participant, impair
         any of such Participant's rights under any Option previously granted
         and (ii) except as provided for in Section 18 of the Plan, Options
         issued hereunder will not be repriced, replaced or regranted through
         cancellation or by lowering the Exercise Price of a previously granted
         Award without prior approval of the Company's Stockholders. Any
         outstanding ISO that is modified, extended, renewed or otherwise
         altered will be treated in accordance with Section 424(h) of the Code."

         The Plan was amended by the Board of Directors of Armor Holdings, Inc.
as of June 18, 2002.

                                  CERTIFICATION

         The undersigned, being the Secretary of Armor Holdings, Inc., a
Delaware corporation, hereby certifies that the foregoing is a true and complete
copy of Amendment No. 1 to the Armor Holdings, Inc. 2002 Stock Incentive Plan,
as duly adopted by the Board of Directors of the Company on June 18, 2002, and
that said Amendment No. 1 to Armor Holdings, Inc. 2002 Stock Incentive Plan is
in full force and effect on the date hereof, without further amendment or
modification.


                                          --------------------------------
                                          Robert R. Schiller, Secretary of
                                          Armor Holdings, Inc.