EXHIBIT
4.2

FIRST AMENDMENT TO THE
EXECUTIVE DEFERRED COMPENSATION
PLAN
OF ARMOR HOLDINGS, INC.

WHEREAS, Armor Holdings, Inc.
(the ‘‘Employer’’) has adopted the
Executive Deferred Compensation Plan of Armor Holdings, Inc. (as
amended from time to time, the ‘‘Plan’’),
in the form of The CORPORATEplan for Retirement Executive Plan
Basic Plan Document (the ‘‘Basic Plan
Document’’), by executing an Adoption Agreement on
November 30, 2005 (the ‘‘Adoption
Agreement’’); and

WHEREAS, Section 9.01 of Basic
Plan Document provides for the amendment of the Plan by the Employer,
and

WHEREAS, the Employer wants to amend the Plan in certain
respects as hereinafter set forth,

NOW THEREFORE, the Plan is
hereby amended in the following
respects:

		
	1. 	The fifth sentence of Section
4.01 of the Basic Plan Document is amended and restated to read in its
entirety as follows:


A new election will be effective as
of the first day of the following calendar year and will apply only to
Compensation payable with respect to services rendered after such date,
except that in the case of any Bonus that qualifies as
‘‘performance-based compensation’’ under
Code Section 409A(a)(4)(B)(iii), the Employer may (but shall not be
required to) permit a separate election to be made no later than 6
months before the end of the period during which the services on which
the Bonus is based are performed.

		
	2. 	The
last sentence of Section 7.08 of the Basic Plan Document is amended and
restated to read in its entirety as follows:


All
distributions due to a Change in Control shall be paid out to
Participants as soon as administratively practicable except to the
extent that any such distributions must be delayed in order to comply
with Code Section 409A and regulations
thereunder.

		
	3. 	The third sentence of Section
8.03 of the Basic Plan Document is amended and restated to read in its
entirety as follows:


A Participant’s distribution
election can be changed only if the following requirements are met: (a)
the change must not take effect until at least 12 months after the date
on which the change is made; (b) in the case of an election related to
a payment other than a payment on account of death, disability or the
occurrence of an Unforeseeable Emergency, the new payment method must
provide for an additional deferral period of at least 5 years; and (c)
for elections related to payment at a specified time or pursuant to a
fixed schedule, the change may not be made less than 12 months prior to
the date of the first scheduled payment; provided, however, that the
Participant’s entire Plan benefit will be paid in a lump sum
upon the Participant’s termination of employment without regard
to any other election the Participant may have made (and if at the time
of such termination the Participant’s benefit is, in whole or in
part, in pay status under an installment payment method, the unpaid
balance shall be accelerated and paid in a lump sum upon such
termination), except that if such termination of employment is by
reason of the Participant’s Retirement, distribution will be
made in accordance with the Participant’s distribution
election.

		
	4. 	Section 8.05 of the Basic Plan
document is amended by adding the following at the end
thereof:


Notwithstanding any provision of the Plan to
the contrary, distribution to a Participant shall be delayed where the
Employer reasonably anticipates that the Employer’s federal
income tax deduction with respect to such distribution otherwise would
be limited or eliminated by application of Code Section 162(m);
provided, however, that in any such case, distribution 









shall be made upon the earlier of (i) the
earliest date at which the Employer reasonably anticipates that the
deduction of the payment of the amount will not be limited or
eliminated by application of Code Section 162(m) or (ii) the calendar
year in which the Participant terminates employment.

		
	5. 	The text at Section 1.06(b)(1)(A) of the
Adoption Agreement is amended and restated to read in its entirety as
follows (and any provision of the Basic Plan Document that is
inconsistent with the following is hereby amended to conform with the
following):


Termination of employment with the Employer
(see Plan Section 7.03); provided, however, that if the event is
termination of employment, distribution shall be made or commenced on
July 1 of the calendar year immediately following the calendar year in
which such termination occurs, or as soon as practicable after such
July 1, but in no event later than the December 31 next following such
July 1 (this timing rule shall apply regardless of whether the
Participant was a Key Employee). All distributions upon termination of
employment shall be made in a single lump sum payment, and, if
distribution upon termination of employment under the above provisions
of this subparagraph (b)(1)(A) would occur prior to any date
specified by the Participant pursuant to subparagraph
(b)(1)(B), then the distribution will be made to the
Participant in a lump sum upon such termination under the above timing
rules without regard to any other distribution election the Participant
may have made; provided, however, that if such termination of
employment is by reason of the Participant’s Retirement,
distribution will be made in accordance with the Participant’s
distribution election.

IN WITNESS WHEREOF, the Employer has
caused this amendment to be executed this 30th day of
November, 2005, by its duly authorized
officer.


		ARMOR HOLDINGS, INC.
By:    /s/
Philip A. Baratelli
 Title:    Corporate Controller, Treasurer
and Secretary




Attest:    /s/ Glenn J.
Heiar

  Chief Financial
Officer