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AMENDMENT TO THE
AAR CORP. BY-LAWS
WHEREAS, AAR CORP. (the "Company") has adopted a form of by-laws (the
"By-Laws") and reserves the right to amend the By-Laws; and
WHEREAS, the Company has amended the By-Laws from time to time in the
past, and now desires to amend the By-Laws further to add language
regarding shareholder nominations for director and other shareholder
proposals;
NOW, THEREFORE, the By-Laws are hereby amended effective April 11, 2000
in the following respect:
To amend the Amended By-Laws of AAR CORP. by adding the
following language as new Article IX of the Corporation's
by-laws:
"ARTICLE IX
NOTICE OF SHAREHOLDER NOMINATIONS FOR DIRECTOR AND OTHER
SHAREHOLDER PROPOSALS.
Written notice of shareholder nominations for
Director or any other shareholder proposal for vote of the
shareholders at any annual or special meeting of the
shareholders called for the election of directors or for any
other action by vote of shareholders, shall be given
personally or by mail to the Secretary of the Corporation not
less than 180 days before the date of the meeting. With
respect to a proposed nominee for election as a director, to
be effective such notice must state the full name and address
of each proposed nominee and a brief biographical history
setting forth past and present directorships, employment, and
occupations and any other qualifications, together with a
statement that the proposed nominee(s) has consented to being
nominated and to serve if elected; with respect to any other
proposed action for vote of shareholders, to be effective such
notice must clearly state the proposal, the reasons for the
proposal and a brief description of how the proposed action,
if adopted, would benefit the Company and/or it shareholders.
Notice by mail shall be deemed given upon receipt thereof by
the Secretary of the Corporation. If a meeting is adjourned to
another time or place, it shall not be necessary for a
shareholder to give further notice. Unless such notice is
given, the shareholder nomination or other shareholder
proposal for shareholder vote, shall not be included in the
Corporation's proxy
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statement nor put for a vote of the shareholders until such
notice requirements are met."
This Amendment has been executed by the Company by its duly authorized
officer effective as of April 11, 2000 and attested by its Secretary.
AAR CORP.
By /s/ David P. Storch
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David P. Storch, President
ATTEST:
/s/ Howard A. Pulsifer
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Howard A. Pulsifer, Secretary
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