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                                                                    EXHIBIT 10.1








                                  AVIALL, INC.

                  SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME PLAN



                          EFFECTIVE AS OF APRIL 7, 2003







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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>

ARTICLE I        Purpose and Effective Date.......................................................................1
   Section 1.1.  Purpose..........................................................................................1
   Section 1.2.  Effective Date...................................................................................1

ARTICLE II       Definitions and Construction.....................................................................1
   Section 2.1.  Definitions......................................................................................1
   Section 2.2.  Construction.....................................................................................6
   Section 2.3.  Governing Law....................................................................................6

ARTICLE III      Eligibility and Participation....................................................................6

ARTICLE IV       Assets Used for Benefits.........................................................................7
   Section 4.1   Funding Preceding a Change of Control............................................................7
   Section 4.2   Funding Upon a Change of Control.................................................................7

ARTICLE V        Supplemental Benefits............................................................................8
   Section 5.1.  Normal Retirement................................................................................8
   Section 5.2.  Delayed Retirement...............................................................................8
   Section 5.3.  Early Retirement.................................................................................9
   Section 5.4.  Disability Retirement............................................................................9
   Section 5.5.  Death Benefits..................................................................................10
   Section 5.6.  Termination of Service Other than for Retirement or Death.......................................13

ARTICLE VI       Provisions Regarding Payment of Benefits........................................................15
   Section 6.1.  Form of Payment of Benefits.....................................................................15
   Section 6.2.  No Effect on Retirement Plan....................................................................15

ARTICLE VII      Administration, Amendments and Termination; Rights Against the Company..........................15
   Section 7.1.  Administration..................................................................................15
   Section 7.2.  Amendment.......................................................................................15
   Section 7.3.  Termination.....................................................................................16
   Section 7.4.  Rights Against the Company......................................................................16

ARTICLE VIII     General and Miscellaneous.......................................................................16
   Section 8.1.  Spend Thrift Clause.............................................................................16
   Section 8.2.  Severability....................................................................................16
   Section 8.3.  Construction of Agreement.......................................................................16
   Section 8.4.  Governing Law...................................................................................17
</Table>


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<Table>
<S>                                                                                                            <C>

ARTICLE IX       Change of Control Provisions....................................................................17
   Section 9.1.  Vesting.........................................................................................17
   Section 9.2.  Benefits Payable in the Event of Change of Control..............................................17
   Section 9.3.  Termination or Amendment Following Change of Control............................................17
</Table>



                                       ii
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                                    ARTICLE I

                           Purpose and Effective Date

         Section 1.1. Purpose: The purpose of this Plan is to provide
supplemental retirement income, death and disability benefits to certain
executive employees of Aviall, Inc. (the "Company") and its subsidiaries.

         Section 1.2. Effective Date: The Plan is effective April 7, 2003.

                                   ARTICLE II

                          Definitions and Construction

         Section 2.1. Definitions: The following words and phrases used in this
Plan shall have the respective meanings set forth below, unless the context in
which they are used clearly indicates a contrary meaning:

                  (a) Accrued Benefit shall mean, with respect to a Participant
         as of a particular point in time, a monthly benefit payable at Normal
         Retirement Date (or Delayed Retirement Date, if the Participant is past
         his Normal Retirement Date at date of determination) in the Normal Form
         of Payment in an amount equal to (i) less (ii):

                           (i) Two percent (2%) (or in the case of the CEO,
                  three percent (3%)) of such Participant's Final Average
                  Monthly Compensation multiplied by his number of years and
                  partial years of Credited Service, not to exceed 25 years (or
                  in the case of the CEO, 16.6667) years);

                           (ii) The sum of:

                                    (A) The monthly amount of such Participant's
                           benefit as provided for in the Retirement Plan and
                           the Ryder Retirement Plan as of such point in time,
                           payable in the Normal Form of Payment, plus

                                    (B) The monthly amount of such Participant's
                           benefit as provided for in the Aviall, Inc. Benefit
                           Restoration Plan as of such point in time, payable in
                           the Normal Form of Payment, plus

                                    (C) The Anticipated Monthly Primary Social
                           Security Amount.



                                       1
<PAGE>

                  (b) Anticipated Monthly Primary Social Security Amount shall
         mean:

                           (i) For a Participant who has attained the age of
                  sixty-five (65) or more years as of the date of his
                  retirement, the amount equal to the monthly old-age insurance
                  benefit, determined under the provisions of the Federal Social
                  Security Act as in effect on the December 31st coinciding with
                  or immediately preceding the date of his retirement, or if
                  earlier, his Normal Retirement Date (ignoring any automatic
                  cost-of-living increases after such applicable December 31st
                  in benefit levels and in the wage and benefit base under the
                  Social Security Act as in effect on such applicable December
                  31st), which is payable to him on the date of his retirement
                  or, if earlier, on his Normal Retirement Date, regardless of
                  whether said Participant applies for his Social Security
                  benefits to be effective on such date and regardless of
                  whether, by virtue of remaining in covered employment or
                  otherwise, he becomes ineligible therefor.

                           (ii) For a Participant who has not attained the age
                  of sixty-five (65) years as of the date of his retirement or
                  other Termination of Service, the amount equal to the monthly
                  old-age insurance benefit, determined under the provisions of
                  the Social Security Act as in effect on the December 31st
                  coinciding with or immediately preceding the date of his
                  retirement or other Termination of Service (ignoring any
                  automatic cost-of-living increases after the applicable
                  December 31st in benefit levels and in the wage and benefit
                  base under the Social Security Act as in effect on such
                  applicable December 31st), which would be payable to him upon
                  his attainment of age sixty-five (65) if he had continued in
                  employment with the Company or one of its subsidiaries until
                  he attained the age of sixty-five (65) and assuming that the
                  larger of his last annualized pay rate or his Compensation for
                  his last complete year worked prior to the date of his
                  retirement or other Termination of Service is the Compensation
                  he would have received until he attained the age of sixty-five
                  (65).

         The determination of a Participant's Anticipated Monthly Primary Social
         Security Amount shall be made by the Committee based on available
         information, and such determination shall be made on the basis of a
         uniform policy applied without discrimination and shall be binding for
         purposes of determining the benefits payable under the Plan.

                  (c) Beneficiary shall mean the person or persons on whose
         behalf benefits may be payable under this Plan after a Participant's
         death.

                  (d) Board of Directors shall mean the Board of Directors of
         the Company.

                  (e) Cause shall mean: (i) the willful breach or habitual
         neglect of assigned duties related to the Employer, including
         compliance with Employer policies; (ii) conviction (including any plea
         of nolo contendere) of the employee of any felony or



                                       2
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         crime involving dishonesty or moral turpitude; (iii) any act of
         personal dishonesty knowingly taken by the employee in connection with
         his responsibilities as an employee and intended to result in personal
         enrichment of the employee or any other person; (iv) bad faith conduct
         that is materially detrimental to the Employer; (v) inability of the
         employee to perform the employee's duties due to alcohol or illegal
         drug use; (vi) the Eligible Employee's failure to comply with any legal
         written directive of the Board of Directors of the Company; (vii) any
         act or omission of the employee which is of substantial detriment to
         the Employer because of the employee's intentional failure to comply
         with any statute, rule or regulation, except any act or omission
         believed by the employee in good faith to have been in or not opposed
         to the best interest of the Employer (without intent of the employee to
         gain, directly or indirectly, a profit to which the employee was not
         legally entitled) and except that Cause shall not mean bad judgment or
         negligence other than habitual neglect of duty; or (viii) any other act
         or failure to act or other conduct which is determined by the
         Committee, in its sole discretion, to be demonstrably and materially
         injurious to the Employer, monetarily or otherwise.

                  (f) CEO shall mean the employee of the Company who is the
         President and Chief Executive Officer of the Company on the Effective
         Date of the Plan.

                  (g) Committee shall mean the Retirement Committee appointed
         under the Retirement Plan.

                  (h) Compensation shall mean Basic Compensation as defined in
         Section 1.1(A)(8) of the Retirement Plan, except that:

                           (i) Basic Compensation shall not be limited as
                  provided in the second paragraphs (b) and (c) of said Section
                  1.1(A)(8); and

                           (ii) Basic Compensation shall have included, for the
                  year in which awarded, the value of Restricted Stock Rights or
                  Restricted Shares awarded to the Participant under the Aviall,
                  Inc. Management Incentive Plan, but only to the extent that,
                  prior to the time such Restricted Stock Rights or Restricted
                  Shares vest (that is, the restrictions on such Restricted
                  Stock Rights or Restricted Shares lapse) in accordance with
                  the terms of the Aviall, Inc. Management Incentive Plan, such
                  Participant does not voluntarily terminate employment with the
                  Company and its subsidiaries for a reason other than Normal,
                  Delayed, Early or Disability Retirement or death, or is not
                  terminated by the Company or one of its subsidiaries for
                  Cause. The value of the Restricted Stock Rights or Restricted
                  Shares, for purposes of this subparagraph (ii), shall be based
                  on the price for shares of Aviall, Inc. common stock fixed by
                  the Board of Directors for purposes of calculating the number
                  of shares of Restricted Stock Rights or Restricted Shares to
                  be awarded to the Participant.

                  (i) Credited Service shall mean the total period of a
         Participant's employment with an Employer, computed in completed
         months, during the period beginning on his



                                       3
<PAGE>

         last date of hire and ending on (A) in the case of any Participant
         other than the CEO, the date of his retirement or other termination of
         employment with an Employer, and (B) in the case of the CEO, ending on
         the later of (1) his retirement or other termination of employment with
         an Employer, or (2) so long as the CEO's employment is not terminated
         voluntarily by the CEO or involuntarily by the Company for "cause" as
         defined in his employment agreement, if any, then in effect, the date
         on which the term of said employment agreement is scheduled to
         terminate (without regard to such termination of employment or
         retirement); provided, however, that any complete calendar month that
         the employee is absent from the employment of an Employer will be
         excluded from his Credited Service unless he receives regular
         Compensation from an Employer for all or any portion of such calendar
         month; and provided, further, however, that if the Participant
         terminates employment with an Employer and subsequently is rehired by
         an Employer with a reinstatement of his prior Accrued Benefit, Vesting
         Service and Continuous Service pursuant to Section 2.6(B) of the
         Retirement Plan, his Credited Service shall be reinstated when and if
         he again becomes a Participant and shall be added to the Credited
         Service he may accrue following his reemployment Notwithstanding the
         foregoing provisions of this Section 2.1(i), the Credited Service of
         the CEO shall be two times (2x) the Credited Service calculated under
         the foregoing provisions of this Section 2.1(i). In the case of a
         Participant who terminated employment with Ryder System Inc. or one of
         its subsidiary companies (or a predecessor of Ryder System Inc. or one
         of its subsidiary companies) (collectively, "Ryder"), and transferred
         directly to the Company or one of its subsidiary companies (or a
         predecessor of the Company or one of its subsidiary companies) prior to
         January 1, 1994, such Participant's Credited Service also shall include
         his or her period of employment with Ryder.

                  (j) Death Benefit shall mean the benefit provided under
         Section 5.5 of this Plan.

                  (k) Disability Benefit shall mean the monthly benefit provided
         under Section 5.4 of this Plan.

                  (l) Eligible Employee shall mean any employee of the Company
         or any subsidiary who is a key officer of the Company or any subsidiary
         and who is designated by the Board of Directors from time to time as an
         Eligible Employee. The Board of Directors may, at any time, determine
         that an employee who has been designated as an Eligible Employee, shall
         no longer be so designated as an Eligible Employee, even though such
         person has not terminated employment with the Employer.

                  (m) Employer shall mean the Company and any subsidiary whose
         employees are Participants under this Plan.

                  (n) Final Average Monthly Compensation shall mean the
         Participant's average monthly rate of Compensation from the Employer
         for the three calendar years, out of the six completed calendar years
         immediately preceding the first day of the month coincident



                                       4
<PAGE>

         with or next following the date on which his service terminates with
         the Employer for any reason (or, where applicable, immediately
         preceding such other date as is specified hereunder), that give the
         highest average monthly rate of Compensation for the Participant.

                  The Participant's average monthly rate of Compensation will be
         determined by dividing the total Compensation received by him during
         such three-calendar-year period by the number of months for which he
         received Compensation from the Employer in such three-calendar-year
         period. The number of months for which he received Compensation from
         the Employer may be computed, to the extent he was paid on other than a
         monthly basis, by determining the number of pay periods ending within
         such three-calendar-year period for which he received Compensation from
         the Employer and converting such pay periods into months by dividing
         the number thereof, if weekly, by 4-1/3, if biweekly, by 2-1/6, and, if
         semi-monthly, by 2.

                  In computing Final Average Monthly Compensation for a
         Participant who has returned to the active employment of the Employer
         following a full calendar year or calendar years during which he did
         not receive any Compensation from the Employer because of a leave of
         absence granted by the Employer or because of his reemployment with an
         Employer with a reinstatement of his prior Accrued Benefit, Vesting
         Service and Continuous Service pursuant to Section 2.6(B) of the
         Retirement Plan, such full calendar year or calendar years during which
         he did not receive any regular Compensation from the Employer shall be
         ignored or excluded in determining the six completed calendar years and
         the three calendar years to be used in determining the Participant's
         Final Average Monthly Compensation at a subsequent date.

                  Anything in this Section 2.1(n) the contrary notwithstanding,
         if a Participant's service is terminated for any reason and he has not
         received any Compensation during any preceding calendar years, his
         "Final Average Monthly Compensation" shall mean his average monthly
         rate of Compensation received from the Employer during the calendar
         year in which his service was terminated. Such average monthly rate of
         Compensation will be determined in accordance with the procedure
         described above, based upon the total Compensation that he received and
         the number of months for which he received Compensation from the
         Employer during such calendar year.

                  (o) Participant shall mean an Eligible Employee of the
         Employer who meets the requirements to participate in the Plan in
         accordance with the provisions of Article III hereof.

                  (p) Plan shall mean the Aviall, Inc. Supplemental Executive
         Retirement Income Plan, as set forth herein and as amended from time to
         time.



                                       5
<PAGE>

                  (q) Plan Year shall mean each twelve (12) month period
         beginning on January 1 and ending on December 31, except that the first
         Plan Year shall begin April 7, 2003 and end December 31, 2003.

                  (r) Restricted Shares shall mean shares of the common stock of
         Aviall, Inc. granted pursuant to the Aviall, Inc. Management Incentive
         Plan as Restricted Shares, Deferred Shares or Performance Shares under
         the Aviall, Inc. 1998 Stock Incentive Plan which are subject to vesting
         provisions relating to future employment with the Company, or
         Management Objectives, or both.

                  (s) Restricted Stock Rights shall mean shares of the common
         stock of Aviall, Inc. which are subject to vesting provisions related
         to future employment with the Company.

                  (t) Retirement Plan shall mean the Aviall, Inc. Retirement
         Plan, as amended from time to time.

                  (u) Ryder Retirement Plan shall mean The Ryder System, Inc.
         Retirement Plan.

                  (v) Years of Vesting Service shall have the meaning set forth
         in Subsection 1.1(A)(67) of the Retirement Plan, except that in the
         case of the CEO, (i) if the date on which the term of his employment
         agreement, if any, then in effect is scheduled to terminate (without
         regard to such termination of employment or retirement)(his "Agreement
         Termination Date") is later than the date on which his employment
         actually terminates and if his employment is not terminated voluntarily
         by the CEO or involuntarily by the Company for "cause" as defined in
         said employment agreement, his Years of Vesting Service shall be
         calculated for purposes of this Plan as if he remained employed until
         his Agreement Termination Date and he received Hours of Service (as
         defined in the Retirement Plan) credit on the same basis as during his
         actual employment with the Company, and (ii) Years of Vesting Service
         shall equal two times (2x) the Years of Vesting Service calculated for
         the CEO under said Subsection 1.1(A)(67), as otherwise adjusted under
         this Section 2.1(v).

         Section 2.2. Construction: Capitalized terms used in this Plan, other
than those defined in this Plan, shall have the same meanings given to such
terms under Section 1.1 of the Retirement Plan or the balance of the Retirement
Plan. The masculine gender, whenever appearing in this Plan, shall be deemed to
include the feminine gender; the singular may include the plural; and vice
versa, unless the context clearly indicates to the contrary.

         Section 2.3. Governing Law: This Plan shall be construed in accordance
with and governed by the laws of the State of Texas, except to the extent
otherwise preempted by the Employee Retirement Income Security Act of 1974, as
amended, or any other Federal law.

                                   ARTICLE III

                          Eligibility and Participation

         Each Eligible Employee who becomes a participant under the Retirement
Plan shall participate in this Plan. Any Participant who ceases being an
Eligible Employee during his employment with the Employer as provided in Section
2.1(l) hereof shall immediately cease



                                       6
<PAGE>

accruing additional benefits under this Plan, but shall remain a Participant
entitled to receive benefits under the Plan based on his Accrued Benefit
calculated as of the date of such cessation.

                                   ARTICLE IV

                            Assets Used for Benefits

         Section 4.1 Funding Preceding a Change of Control: Benefits payable
under this Plan shall constitute general obligations of the Employer in
accordance with the terms of this Plan. The Employer may, in its sole
discretion, establish a trust or other funding arrangement that is subject to
the claims of the Employer's general creditors, or may purchase one or more
insurance policies or contracts that shall remain a general asset of the
Employer or of any trust established hereunder, for the purpose of funding the
Participants' benefits payable under this Plan.

         Section 4.2 Funding Upon a Change of Control: Immediately prior to a
Change of Control in which the Company will be controlled, directly or
indirectly, by one or more other entities, then unless the ultimate control
entity immediately delivers to each Participant a written agreement guaranteeing
the payment of the benefits owing hereunder to such Participant, the Employer
shall, if it has not already done so pursuant to Section 4.1 hereof, establish a
trust or other funding arrangement that is subject to the claims of the
Employer's general creditors for the purpose of funding the Participants'
benefits payable under this Plan and shall contribute to said trust or other
funding arrangement the amount necessary to fund 100% of the then-present value
of the Accrued Benefits payable at Normal Retirement Date for all Participants.
The Employer shall review the funding status of such trust or other funding
arrangement required to be established under this Section 4.2 on an annual basis
and shall make such contributions thereto as may be required to maintain the
value of the assets thereof at no less than 100% of the then-present value of
the then Accrued Benefits payable at Normal Retirement Date for all
Participants. The Employer shall calculate its funding obligations hereunder at
any given point in time solely by using the interest and mortality assumptions
and methodology actually used by the Plan actuary at that point in time (or for
that plan year) for funding the Retirement Plan (including, where applicable,
the assumptions that may be required to be used for funding under Section 412 of
the Internal Revenue Code of 1986, as amended, due to the Retirement Plan's
current underfunded status). After a Change of Control, if the Company and the
other Employers terminate the Plan, immediately prior to such termination the
Company shall contribute to the trust or other funding arrangement required to
be established under this Section 4.2 sufficient funds to make the value of the
assets thereof equal to 100% of the then-present value of the then Accrued
Benefits payable at Normal Retirement Date for all Participants, with the
then-present value being based on the actuarial assumptions which would then be
required to be used for the calculation of benefit liabilities under Title IV of
the Employee Retirement Income Security Act of 1974, as amended, for a
single-employer defined benefit pension plan.




                                       7
<PAGE>

                                    ARTICLE V

                              Supplemental Benefits

         Section 5.1. Normal Retirement:

                  (a) Normal Retirement. Normal Retirement under the Plan is the
         same as Normal Retirement under Section 3.1 of the Retirement Plan.

                  (b) Normal Retirement Date. The Normal Retirement Date of each
         Participant is the first day of the month coincident with or next
         following the date on which the Participant attains age 65.

                  (c) Amount of Normal Retirement Benefit. The monthly amount of
         retirement benefit payable to a Participant who retires on his Normal
         Retirement Date shall be an amount equal to (or Actuarially Equivalent
         to) his Accrued Benefit as of his Normal Retirement Date.

                  (d) Payment of Normal Retirement Benefit. The monthly normal
         retirement benefit for the Participant shall be payable as provided for
         in Article VI hereof.

         Section 5.2. Delayed Retirement:

                  (a) Delayed Retirement. Delayed Retirement under the Plan is
         the same as Delayed Retirement under Section 3.2 of the Retirement
         Plan.

                  (b) Delayed Retirement Date. The Delayed Retirement Date of a
         Participant will be the first day of the month coincident with or next
         following the date, after his Normal Retirement Date, on which a
         Participant actually retires from the service of the Employer.

                  (c) Amount of Delayed Retirement Benefit. The monthly amount
         of retirement benefit payable to a Participant who retires on his
         Delayed Retirement Date shall be an amount equal to (or Actuarially
         Equivalent to) his Accrued Benefit as of his Delayed Retirement Date.

                  (d) Payment of Delayed Retirement Benefit. The monthly delayed
         retirement benefit for the Participant shall be payable as provided for
         in Article VI hereof.



                                       8
<PAGE>

         Section 5.3. Early Retirement:

                  (a) Early Retirement. A Participant may retire from the
         employment of the Employer prior to his Normal Retirement Date and on
         or after the date as of which he has attained the age of 55 and
         completed at least 10 years of Continuous Service under the Retirement
         Plan.

                  (b) Early Retirement Date. The Early Retirement Date will be
         the first day of the month coincident with or next following the date a
         Participant retires from the employment of the Employer under the
         provisions of this Section prior to his Normal Retirement Date.

                  (c) Amount of Early Retirement Benefit. The monthly amount of
         retirement benefit payable to a Participant who retires prior to his
         Normal Retirement Date under the provisions of this Section shall be an
         amount equal to the product of (a) and (b), where (a) is an amount
         equal to (or Actuarially Equivalent to) his Accrued Benefit at the date
         benefits commence as provided in Article VI hereof, and (b) is the
         applicable Early Retirement Adjustment Factor from Table A-1 attached
         to the Retirement Plan.

                  (d) Payment of Early Retirement Benefit. The monthly early
         retirement benefit for the Participant shall be payable as provided for
         in Article VI hereof.

         Section 5.4. Disability Retirement:

                  (a) Disability Retirement. A Participant who retires on
         account of total and permanent disability as defined in Section 3.4 of
         the Retirement Plan and otherwise qualifies for disability retirement
         benefits pursuant to said Section 3.4, shall be eligible for disability
         retirement under this Plan.

                  (b) Disability Retirement Date. The Disability Retirement Date
         shall be the date set forth in Section 3.4(B) of the Retirement Plan.

                  (c) Amount of Disability Retirement Benefit. The monthly
         amount of retirement benefit payable to a Participant who retires on
         his Disability Retirement Date shall be an amount equal to his Accrued
         Benefit as of his Disability Retirement Date.

                  (d) Payment of Disability Retirement Benefit. The monthly
         disability retirement benefit for the disabled Participant shall be
         payable as provided for in Article VI hereof.



                                       9
<PAGE>

                  (e) Other Disability Provisions. If the provisions of Section
         3.4(I) of the Retirement Plan are applicable, then, to the extent such
         Participant earns annual pension accruals under said Section 3.4(I), he
         shall earn Accrued Benefits under this Plan, subject to the following
         conditions:

                           (1) Compensation while earning Accrued Benefits under
                  this Section 5.4(e) shall be based on the larger of the
                  Participant's last annualized pay rate or his Compensation for
                  his last complete year worked prior to disablement.

                           (2) A Participant shall accrue Credited Service
                  credit for the period while earning Accrued Benefits under
                  this Section 5.4(e).

                           (3) A disabled Participant who becomes eligible for
                  and elects Early Retirement in accordance with the provisions
                  of Section 3.4(I) of the Retirement Plan, shall be deemed to
                  have elected at the same time Early Retirement under this
                  Plan.

                           (4) If a Participant re-enters the employment of an
                  Employer as an Eligible Employee upon his recovery from
                  disability, he shall again earn additional benefits as
                  provided in this Plan.

                           (5) If a Participant does not re-enter the service of
                  an Employer upon his recovery from disability, he shall be
                  deemed to have simultaneously re-entered the service of an
                  Employer and had a Termination of Service at such time. Any
                  benefits to which he may then be entitled shall be as provided
                  in Section 5.1, 5.3 or 5.6, whichever is applicable.

                           (6) In the event of death while a Participant is
                  covered by the disability provisions of this Section 5.4(e),
                  such Participant shall be treated as an Active
                  Employee-Participant under Section 5.5 for purposes of
                  determining whether or not any death benefits are payable to
                  his Eligible Spouse.

         Section 5.5. Death Benefits:

                  (a) Death of a Participant Receiving Benefits. In the event of
         the death of a Participant who has received or is receiving benefits
         hereunder, the benefits payable due to such death shall be governed by
         the form in which such benefits are being received.

                  (b) Preretirement Death Benefits - Employee-Participants.

                           (1) In the event a Participant who is still employed
                  dies on or after his Normal Retirement Date, his Eligible
                  Spouse shall be entitled to a monthly retirement income for
                  her lifetime in the form of a Qualified Preretirement



                                       10
<PAGE>

                  Survivor Annuity. Such monthly retirement income to the
                  Eligible Spouse shall be an amount equal to 1/2 (.50) of the
                  monthly retirement benefit the deceased Participant could have
                  received had he retired on the day before his death and
                  elected the form of payment provided for under Paragraph
                  4.1(C)(3) of the Retirement Plan, with a 50% continuance to
                  his Eligible Spouse as the designated Beneficiary. The monthly
                  retirement benefit payments to the Eligible Spouse shall begin
                  on the first day of the month coincident with or next
                  following the date of the Participant's death, and benefits
                  will be payable monthly thereafter until the payment due
                  immediately preceding the Eligible Spouse's death, except as
                  otherwise payable under Section 5.5(d) hereof.

                           (2) In the event of the death of a Participant who is
                  still employed prior to his Normal Retirement Date but after
                  the date he has met the eligibility requirements for Early
                  Retirement, his Eligible Spouse only shall be entitled to a
                  monthly retirement income for her lifetime in the form of a
                  Qualified Preretirement Survivor Annuity. Such monthly
                  retirement income to the Eligible Spouse shall be an amount
                  equal to 1/2 (.50) of the monthly early retirement benefit the
                  deceased Participant could have received, determined in
                  accordance with Table A-1 attached to the Retirement Plan, had
                  he retired on the day before his death and elected the form of
                  payment under Paragraph 4.1(C)(3) of the Retirement Plan, with
                  a 50% continuance to his Eligible Spouse as the designated
                  Beneficiary. The monthly retirement benefit to the Eligible
                  Spouse shall begin on the first day of the month coincident
                  with or next following the date of the Participant's death,
                  and benefits will be payable monthly thereafter, until the
                  payment due next preceding the Eligible Spouse's death, except
                  as otherwise payable under Section 5.5(d) hereof.

                           (3) In the event of death on or before his 55th
                  birthday of a Participant who is still employed, who is vested
                  in his benefits under the Retirement Plan and who has met the
                  service requirements for early retirement, his Eligible Spouse
                  only shall be entitled to a monthly retirement benefit in the
                  form of a Qualified Preretirement Survivor Annuity. The
                  monthly benefit payable to the Eligible Spouse shall be an
                  amount equal to 1/2 (.50) of the monthly retirement income the
                  deceased Participant would have received (except determined in
                  accordance with Table A-1 attached to the Retirement Plan),
                  had he separated from employment on his date of death,
                  survived to age 55, retired at that time and elected the form
                  of payment under Paragraph 4.1(C)(3) of the Retirement Plan,
                  with a 50% continuance to his Eligible Spouse as the
                  designated Beneficiary, and died on the day thereafter. The
                  monthly retirement income to the Eligible Spouse shall begin
                  on the first day of the month coincident with or next
                  following the date the Participant would have attained age 55,
                  and benefits will be payable monthly thereafter, until the
                  payment due next preceding the Eligible Spouse's death, except
                  as otherwise payable under Section 3.5(d) hereof.



                                       11
<PAGE>

                           (4) In the event of the death of a Participant who is
                  still employed, who is vested in all or a portion of his
                  Accrued Benefits under this Plan but who had not met the
                  service requirements for early retirement, his Eligible Spouse
                  only shall be entitled to a monthly retirement benefit in the
                  form of a Qualified Preretirement Survivor Annuity. The
                  monthly benefit payable to the Eligible Spouse shall be an
                  amount equal to 1/2 (.50) of the monthly retirement income the
                  Participant would have received had he separated from service
                  on his date of death, survived to Normal Retirement Age,
                  retired at that time and elected the form of payment under
                  Paragraph 4.1(C)(3) of the Retirement Plan, with a 50%
                  continuance to his Eligible Spouse as the designated
                  Beneficiary, and died on the day thereafter. The monthly
                  retirement income shall begin on the first day of the month
                  coincident with or next following the date the Participant
                  would have attained Normal Retirement Age, and benefits will
                  be payable monthly thereafter, until the payment due next
                  preceding the Eligible Spouse's death, except as otherwise
                  payable under Section 3.5(d) hereof.

                  (c) Preretirement Death Benefits - Former
         Employee-Participants.

                           (1) In the event of the death, after age 55 but prior
                  to the date benefits commence, of a Participant who is no
                  longer employed and who had met the service requirements for
                  early retirement as of his date of Termination of Service, his
                  Eligible Spouse only shall be entitled to a monthly retirement
                  benefit in the form of a Qualified Preretirement Survivor
                  Annuity. Such monthly retirement income shall be an amount
                  equal to 1/2 (.50) of the monthly retirement income said
                  Participant would have received had his benefits commenced
                  immediately preceding his date of death, determined in
                  accordance with Table A-1 or Table A-2 of the Retirement Plan,
                  as applicable to such Participant, and had he elected the form
                  of payment under Paragraph 4.1(C)(3) of the Retirement Plan,
                  with a 50% continuance to his Eligible Spouse as the
                  designated Beneficiary. The monthly income will be payable as
                  described in Paragraph 5.5(b)(2) hereof.

                           (2) In the event of the death on or before his 55th
                  birthday of a Participant who is no longer employed and who
                  has met the service requirements for early retirement, his
                  Eligible Spouse only shall be entitled to a monthly retirement
                  benefit in the form of a Qualified Preretirement Survivor
                  Annuity. Such monthly retirement income shall be an amount
                  equal to 1/2 (.50) of the said Participant's vested Accrued
                  Benefit as of the date of death reduced by the appropriate
                  Early Retirement Reduction Factor from Table A-2 attached to
                  the Retirement Plan and the appropriate factor from Table C of
                  the Retirement Plan. The monthly income shall begin on the
                  first day of the month coincident with or next following the
                  date the Participant would have attained age 55, and benefits
                  will be payable monthly thereafter, until the payment due next
                  preceding the Eligible Spouse's death, except as otherwise
                  payable under Section 5.5(d).



                                       12
<PAGE>

                           (3) In the event of the death of a Participant who is
                  no longer employed, who is entitled to receive benefits under
                  this Plan but has not yet begun receipt of those benefits, and
                  who has not met the service requirements for early retirement,
                  his Eligible Spouse only shall be entitled to a monthly
                  retirement benefit in the form of a Qualified Preretirement
                  Survivor Annuity. Such monthly retirement income shall be an
                  amount equal to 1/2 (.50) of said Participant's vested Accrued
                  Benefit as of the date of death reduced by the appropriate
                  factor from Table C of the Retirement Plan. The monthly income
                  shall begin on the first day of the month coincident with or
                  next following the date the Participant would have attained
                  Normal Retirement Age, and benefits will be payable monthly
                  thereafter, until the payment due next preceding the Eligible
                  Spouse's death, except as otherwise payable under Section
                  5.5(d) hereof.

                  (d) Preretirement Death Benefit Not in Excess of $5,000. If
         the Actuarial Equivalent present value of a Qualified Preretirement
         Survivor Annuity as of the Annuity Starting Date of the Participant's
         Eligible Spouse does not exceed $5,000, the method of distribution to
         the Participant's Eligible Spouse of the Preretirement Death Benefit
         shall be as a single cash distribution which is the Actuarial
         Equivalent of the full amount payable. An early retirement subsidy will
         not factor into the determination of such single cash distribution
         unless the Participant has met the age and service requirements for
         early retirement prior to his death.

         Section 5.6. Termination of Service Other than for Retirement or Death.

                  (a) Except as otherwise provided in this Section 5.6, in the
         event a Participant who is still employed has a Termination of Service
         prior to his Normal Retirement Date for any reason other than Early
         Retirement, Disability Retirement, or death, he shall be entitled to a
         monthly retirement benefit to commence on his Normal Retirement Date in
         an amount equal to the product of his Vesting Percentage (as
         hereinafter defined) and his Accrued Benefit as of the date of his
         Termination of Service. If such Termination of Service is on or after
         the date he has met the eligibility requirements for Early Retirement,
         and he elects to defer the receipt of such Early Retirement benefits,
         he shall have his benefits determined in accordance with this Section
         5.6(a) and Section 5.6(b) hereof. A Participant's Vesting Percentage as
         of a particular point in time shall be determined under the following
         table, based on the Participant's Years of Vesting Service:

<Table>
<Caption>
                              Years of Vesting Service                    Vesting Percentage
                              ------------------------                    ------------------
<S>                                                                       <C>

                                    Less than 5                                      0%
                                    5 but less than 10                              75%
                                    10 or more                                     100%
</Table>

                  (b) A Participant who is no longer employed and who either (i)
         was eligible for Early Retirement Benefits but had not yet commenced
         receipt of those benefits, or (ii)



                                       13
<PAGE>
         was less than age 55 but had accrued at least 10 years of Continuous
         Service as of the date of his Termination of Service and had not yet
         commenced receipt of his benefits, shall be entitled to a monthly
         retirement benefit to commence on the first day of the month in which
         benefits commence under Section 3.6(B) of the Retirement Plan. The
         amount of such monthly retirement benefit shall be equal to the product
         of his Early Retirement Adjustment Factor from Table A-1 or Table A-2
         attached to the Retirement Plan, as appropriate for such Participant,
         as of the date the benefits are to commence, and the monthly retirement
         benefit as determined in the preceding paragraph (a).

                  (c) The monthly retirement benefit to the Participant under
         this Section 5.6, subject to the provisions of Section 5.5(b) and (c),
         shall be payable in the form provided for in Article VI hereof, on the
         first day of each month commencing on the applicable date set forth in
         Section 5.6(a) or (b) above.

                  (d) Notwithstanding the foregoing provisions of this Section
         5.6, if a Participant's Termination of Service is on account of
         involuntary termination by the Company or one of its subsidiaries for
         Cause in accordance with the provisions of this Section 5.6(d), such
         Participant's Vesting Percentage shall be zero percent (0%),
         regardless of his Years of Vesting Service. A Participant shall not be
         deemed to have been terminated for Cause for purposes of this Section
         5.6 unless and until there shall have been delivered to the
         Participant a copy of a resolution duly adopted by the affirmative
         vote of not less than three quarters (3/4) of the Board of Directors
         then in office at a meeting of the Board of Directors called and held
         for such purpose, after reasonable notice to the Participant and an
         opportunity for the Participant, together with the Participant's
         counsel (if the Participant chooses to have counsel present at such
         meeting), to be heard before the Board of Directors, finding that in
         the good faith opinion of the Board of Directors, the Participant had
         committed an act constituting "Cause" as defined herein and specifying
         the particulars thereof in detail. Nothing herein will limit the right
         of the Participant or his or her beneficiaries to contest the validity
         or propriety of any such determination. "Cause" for purposes of this
         Section 5.6(d) shall have the meaning set forth in Section 2.1(e)
         hereof, except that following a Change of Control, "Cause" shall have
         the meaning only as set forth in Section 2.1(e)(i)-(vii) hereof.

                  (e) Except as otherwise provided in Section 7.3 or Section 9.1
         hereof, in the event a Participant has a Termination of Service prior
         to his Normal Retirement Date for any reason other than Early
         Retirement, Disability Retirement or death, and his Vesting Percentage
         as of the date of his Termination of Service is zero percent (0%),
         there shall be no benefits payable to him (or on his behalf) from this
         Plan.



                                       14
<PAGE>

                                   ARTICLE VI

                    Provisions Regarding Payment of Benefits

         Section 6.1. Form of Payment of Benefits: Except as otherwise
hereinafter specifically provided, the payment of benefits to which a
Participant or Beneficiary shall be entitled under this Plan shall be paid in
the same manner, the same form, as of the same date, and subject to the same
conditions as the benefits under the Retirement Plan. In those cases in which
lump sum options are available, the amount of such lump sum cash distribution
will be the actuarial present value of the benefit payable under this Plan,
based on the same interest and mortality assumptions used under the Retirement
Plan for determining the $5,000 mandatory single cash distribution.

         Section 6.2. No Effect on Retirement Plan: Any benefit payable under
the Retirement Plan, or the Ryder Retirement Plan, or the Aviall, Inc. Benefit
Restoration Plan, or all of them, shall be paid solely in accordance with the
terms and provisions thereof, and nothing in this Agreement shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Retirement Plan, or the Ryder Retirement Plan, or the Aviall, Inc. Benefit
Restoration Plan, or all of them.

                                   ARTICLE VII

                   Administration, Amendments and Termination;
                           Rights Against the Company

         Section 7.1. Administration: The Committee shall administer this Plan.
The Committee shall have, and shall exercise and perform, all the powers,
rights, authorities and duties set forth in the Retirement Plan which are
applicable to the Retirement Committee under the Retirement Plan. The Retirement
Plan provisions regarding said powers, rights, authorities and duties are
incorporated herein by reference and shall have the same effect with respect to
this Plan as if set forth in full herein. Any determination or decision by the
Committee shall be conclusive and binding on all persons who at any time have or
claim to have any interest whatever under this Plan. The Committee may appoint a
plan administrator who will be responsible for and will perform all duties and
obligations delegated to him by the Committee. The Committee shall have the
power to delegate those duties it deems necessary and appropriate for the plan
administrator to perform.

         Section 7.2. Amendment: The Board of Directors of the Company, solely,
and without the approval of the Committee or any Participant, shall have the
right to amend this Plan at any time and from time to time, by resolution
adopted by it. Any such amendment shall become effective upon the date stated
therein. No such amendment, however, shall decrease a Participant's Accrued
Benefit, calculated immediately prior to the effective date of such amendment.



                                       15
<PAGE>

         Section 7.3. Plan Termination: The Company has established this Plan
with the bona fide intention and expectation that from year to year it will deem
it advisable to continue it in effect. However, circumstances not now foreseen
or circumstances beyond the Company's control may make it impossible or
inadvisable to continue the Plan; therefore, the Board of Directors of the
Company, in its sole discretion, reserves the right at any time to cease the
continued accrual of benefits under the Plan and to terminate the Plan in its
entirety upon payment of all benefits owing under the Plan at the time of such
cessation of benefit accrual (herein referred to collectively as "Plan
Termination"). In the event of Plan Termination, the Participants shall be
entitled to benefits under this Plan equal to their Accrued Benefits calculated
as of the date of cessation of benefit accrual. The benefits owing to
Participants upon Plan termination shall be paid if, as, and when otherwise
payable hereunder, in accordance with the applicable provisions of the Plan.

         Section 7.4. Rights Against the Company: The establishment of this Plan
shall not be construed as giving to any Participant, employee or any person
whomsoever, any legal, equitable or other rights against the Company, or its
officers, directors, agents or shareholders, or giving to any Participant any
equity or other interest in the assets, business or shares of the Company, or
giving any employee the right to be retained in the employment of the Company.
All employees and Participants shall be subject to discharge to the same extent
that they would have been if this Plan had never been adopted. Subject to the
rights of the Company to terminate this Plan or any benefit hereunder, the
rights of a Participant hereunder shall be solely those of an unsecured creditor
of the Company.

                                  ARTICLE VIII

                            General and Miscellaneous

         Section 8.1. Spend Thrift Clause: No right, title or interest of any
kind in the Plan shall be transferable or assignable by any Participant or any
other person or be subject to alienation, anticipation, encumbrance,
garnishment, attachment, execution or levy of any kind, whether voluntary or
involuntary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or otherwise encumber or dispose of any interest in the Plan shall be
void.

         Section 8.2. Severability: In the event any provision of this Plan
shall be declared illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions of this Plan but shall be
fully severable and this Plan shall be construed and enforced as if said illegal
or invalid provision had never been inserted herein.

         Section 8.3. Construction of Agreement: The article and section
headings and numbers are included only for convenience of reference and are not
to be taken as limiting or extending the meaning of any of the terms and
provisions of this Plan. Whenever appropriate, words used in the singular shall
include the plural or the plural may be read as the singular. It is the



                                       16
<PAGE>

Company's intention that this Plan be an unfunded plan providing deferred
compensation for a select group of management or highly compensated employees as
referred to in Section 401 of the Employee Retirement Income Security Act of
1974, as amended from time to time, and the Plan shall at all times be construed
and interpreted so as to comply with the requirements thereof.

         Section 8.4. Governing Law: The validity and effect of this Agreement
and the rights and obligations of all persons affected hereby shall be construed
and determined in accordance with the laws of the State of Texas.

                                   ARTICLE IX

                          Change of Control Provisions

         Section 9.1. Vesting: In the event of a Change of Control, each
individual who is a "COC Affected Participant" (as herein defined) shall be 100%
vested in his benefits under this Plan, including, without limitation, any
benefits which accrue after the date of the Change of Control. A "COC Affected
Participant" means a Participant immediately prior to the date of the Change of
Control who is an employee of the Employer immediately prior to the date of the
Change of Control and who, at any time within the three (3)-year period
beginning on the date of the Change of Control, either (i) is involuntarily
terminated from employment with the Employer other than for "Cause", as provided
for in Section 5.6(d) hereof, or (ii) voluntarily terminates employment with the
Employer because his annual compensation (as herein defined) is not
substantially similar to the annual compensation such Participant received for
the fiscal year of the Employer ended immediately prior to the Change of
Control. "Annual compensation" means the Participant's base salary, incentive
compensation, and equity compensation (including options) awarded for such year.

         Section 9.2. Benefits Payable in the Event of Change of Control: In the
event of a Change of Control, the monthly benefit to which a Participant is
entitled will be computed in accordance with the applicable provisions of this
Plan immediately prior to the date of such Change of Control, except that each
COC Affected Participant, for the purpose of determining the early retirement
reduction factor, if applicable, shall be deemed to be two (2) years older, if
adding two (2) years to such Participant's age would otherwise make him eligible
for Early Retirement Benefits, and each such Participant shall be deemed to have
two (2) additional years of Credited Service (or, in the case of the CEO, four
(4) additional years of Credited Service), but in no event shall such
Participant's total years of Credited Service exceed the 25 years or 16.6667
years, as the case may be, specified in Section 2.1(a)(i) hereof.

         Section 9.3. Termination or Amendment Following Change of Control:
Notwithstanding any provision of the Plan to the contrary, including without
limitation Sections 7.2 and 7.3, for a period of two (2) years following a
Change of Control, (i) no Plan Termination may occur, (ii) the provisions of
Section 4.2 and this Article IX may not be amended, and (iii) the Plan may not



                                       17
<PAGE>

otherwise be amended in any manner that would adversely affect a Participant's
existing or future benefits under the Plan, without such Participant's written
consent.

         IN WITNESS WHEREOF, the Company has caused this Plan to be signed by
its duly appointed officers and its corporate seal to be hereunto affixed as of
the Effective Date, the 7th day of April, 2003.

                                    AVIALL, INC.


                                    By: /s/ Jeffrey J. Murphy
                                       -----------------------------------------
ATTEST:                             Name:  Jeffrey J. Murphy
                                    Title: Senior Vice President, Law & Human
                                           Resources, Secretary and General
                                           Counsel

By: /s/ Jacqueline K. Collier
   ----------------------------



                                       18