SECOND AMENDMENT TO AAR CORP. STOCK BENEFIT PLAN

Exhibit 10.1

SECOND AMENDMENT TO AAR CORP.
STOCK BENEFIT PLAN

WHEREAS, the Company maintains the AAR CORP. Stock Benefit Plan, amended and restated effective October 1, 2001 and further amended effective June 26, 2003 (the “Plan”); and

WHEREAS, the Company now desires to further amend the Plan to set forth a specific maximum number of shares of common stock of the Company available for issuance under the Plan;

NOW THEREFORE, the Company hereby amends Section 4.1 of the Plan as follows, effective as of April 11, 2005:

“4.1         The total number of Shares that may be available for Awards under the Plan, including without limitation the total number