Amendment Number Three to Aviall, Inc. Amended and Restated 1998 Directors Stock Plan

Exhibit 10.1

AMENDMENT NUMBER THREE

TO THE AVIALL, INC.

AMENDED AND RESTATED

1998 DIRECTORS STOCK PLAN

THIS AMENDMENT TO THE AVIALL, INC. AMENDED AND RESTATED 1998 DIRECTORS STOCK PLAN (this “Amendment”), dated as of June 18, 2004, is made and entered into by Aviall, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Aviall, Inc. Amended and Restated 1998 Directors Stock Plan (the “Plan”).

RECITALS

WHEREAS, Section XI of the Plan provides that the Board of Directors of the Company (the “Board”) may not amend the Plan to increase the total number of shares of Common Stock that may be granted under the Plan without the approval of the Company’s stockholders; and

WHEREAS, the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be granted under the Plan as set forth in Paragraph B of Section III of the Plan; and

WHEREAS, the Board submitted the proposal to amend the Plan to the Company’s stockholders at the 2004 Annual Meeting of Stockholders; and

WHEREAS, the Company’s stockholders approved the proposal to amend the Plan to increase the aggregate number of shares of Common Stock;

NOW, THEREFORE, in accordance with Section XI of the Plan, the Company hereby amends the Plan as follows:

1. Paragraph B of Section III of the Plan is hereby amended, effective June 18, 2004, by deleting said Paragraph in its entirety and substituting in lieu thereof the following:

B. Maximum Number of Shares That May Be Granted – There may be granted under the Plan an aggregate of not more than Three Hundred Ninety-Seven Thousand Five Hundred (397,500) shares of Common Stock, subject to adjustment as provided in Section IX hereof. Shares of Common Stock granted pursuant to the Plan may be either authorized, but unissued, shares or reacquired shares, or both.

2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.