Exhibit
10.1


FOURTH
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,
April 11, 2005, and July 12, 2005 (the “Plan”); and


WHEREAS, the Company now desires
to further amend the Plan to revise the definition of Retirement;


NOW THEREFORE, the Company
hereby amends the first paragraph of Section 2.21 of the Plan as follows,
effective as of June 1, 2006:


“2.21  “Retirement” means the
voluntary termination by the Key Employee, or a termination by the Company
without Cause of a Key Employee, who, at the date of such termination of
employment, is at least (i) age sixty-five (65) or
(ii) age fifty-five (55) and whose age plus the number of
consecutive years of employment with the Company is at least equal to seventy-five (75).  Notwithstanding the preceding sentence, with
respect to a grant of an Award made to a Key Employee on or before May 31,
2006, Retirement shall also include the voluntary termination of employment of
a Key Employee who is at least fifty-five (55) years of age and
whose age, at the date of such termination, plus the number of consecutive
years of employment with the Company is at least equal to sixty-two (62).”


IN WITNESS WHEREOF, this Fourth
Amendment has been executed on this 23rd day of June, 2006.


	
  

  	
   

  	
  AAR CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy O. Skelly

  
	
   

  	
   

  	
   

  	
   

  












FIFTH 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, April 11, 2005, July 12,
2005, and June 1, 2006 (the “Plan”); and


WHEREAS, the Company now desires
to further amend the Plan to require that any grants/awards made to the
Chairman, President and CEO be recommended by the Compensation Committee and
approved by the Board of Directors;


NOW THEREFORE, the Company
hereby amends Section 3.2 of the Plan as follows, effective as of January 23,
2007:


“3.2         The
Committee shall have plenary authority with respect to Key Employees, subject
to the provisions of the Plan, to determine when and to whom Awards shall be
granted, the Term of each Award, the number of Shares covered by it, the effect
of participation by the Grantee in other plans, and any other terms or
conditions of each such Award.  The
number of Shares, the Term and other terms and conditions of a particular kind
of Award need not be the same even as to Awards made at the same time.  The Committee’s actions in making Awards and
fixing their size, Term, and other terms and conditions shall be conclusive on
all persons, except in the case of Awards to the Chairman, President and CEO of
the Company, where recommendations will be made by the Compensation Committee
and approved by the Board of Directors.”


IN
WITNESS WHEREOF, this Fifth Amendment has been executed as of
the 23rd day of January, 2007.


	
  

  	
   

  	
  AAR CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy O. Skelly

  
	
   

  	
   

  	
   

  	
  Timothy O. Skelly, Vice President