Article II, Section 3 of the Bylaws of Armor Holdings, Inc. has been amended to
read in its entirety as follows:

    "Section 3. Chairman of the Board. The Chairman of the Board shall be an
    executive officer of the Corporation and shall preside, if present, at all
    meetings of the stockholders and at all meetings of the Board of Directors
    and shall perform such other duties and have such other powers as from time
    to time may be assigned by the Board of Directors or prescribed by these
    Bylaws."