Amendment to Restated Certificate of Incorporation
of AAR CORP.
It is hereby certified that:
1. (a) the present name of the corporation (hereinafter called the "Corporation") is AAR CORP.
(b) the name under which the Corporation was originally incorporated is Allen Aircraft Radio, Inc.; and the date
of filing of the original certificate of incorporation of the Corporation with the Secretary of State of Delaware is
April 11, 1966.
2. the Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph
of Article FOURTH thereof and substituting in lieu of said paragraph a new first paragraph FOURTH to read as
"FOURTH. The total number of shares which the Corporation shall have authority to issue is One Hundred
Million Two Hundred Fifty Thousand (100,250,000), of which Two Hundred Fifty Thousand (250,000) shares
at a par value of $1.00 per share shall, be Preferred Stock and One Hundred Million (100,000,000) shares at a
par value of $1.00 per share shall be Common Stock. Any and all such shares issued, and for which the full
consideration has been paid or delivered, shall be deemed fully paid shares and the holder of such shares shall not
be liable for any further call or assessment or any other payment thereon."
3. the Board of Directors of the Corporation has duly adopted, and a majority of the stockholders of the
Corporation have duly approved, this Amendment to Restated Certificate of Incorporation pursuant to the
Section 242 of the General Corporation Law of the State of Delaware.
Signed and attested to on November 3, 1999.
/s/ David P. Storch
David P. Storch, President
/s/ Howard A. Pulsifer
Howard A. Pulsifer, Secretary