Edgar Filing: AVIALL INC

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INFORMATION REQUIRED IN PROXY STATEMENT

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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

AVIALL, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[AVIALL LOGO]

Aviall, Inc.
Notice of 2003 Annual Meeting
and Proxy Statement

[AVIALL LOGO]

April 30, 2003

Dear Aviall Stockholders:

You are cordially invited to attend our Annual Meeting of Stockholders to
be held at 11:00 a.m. (local time) on Thursday, June 26, 2003, at the Four
Seasons Resort and Club, 4150 N. MacArthur Boulevard, Irving, Texas 75038. All
stockholders of record as of April 29, 2003 are entitled to vote at the Annual
Meeting.

The proposals to be acted upon at the meeting are the election of directors
and the approval of an amendment to the Aviall, Inc. Amended and Restated 1998
Directors Stock Plan. I hope you will carefully read the information regarding
these proposals, which is included in the accompanying Proxy Statement, and vote
your shares for each of the director nominees and for the approval of the
amendment to the Aviall, Inc. Amended and Restated 1998 Directors Stock Plan.

It is important that your shares be represented at the meeting.
Accordingly, even if you plan to attend the meeting in person, please complete,
sign, date and promptly return the enclosed proxy card in the postage-prepaid
envelope or use the telephone or Internet voting procedures prior to the Annual
Meeting. If you attend the meeting and wish to vote in person, you may withdraw
your proxy and vote in person. Your prompt consideration is greatly appreciated.

Sincerely,

-s- PAUL E. FULCHINO
Paul E. Fulchino
Chairman, President and Chief
Executive Officer

AVIALL, INC.
2750 Regent Boulevard
DFW Airport, Texas 75261
(972) 586-1000

NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 26, 2003

To the Stockholders of Aviall, Inc.:

The 2003 Annual Meeting of Stockholders (the "Annual Meeting") of Aviall,
Inc. (the "Company") will be held at 11:00 a.m. (local time) on Thursday, June
26, 2003, at the Four Seasons Resort and Club, 4150 N. MacArthur Boulevard,
Irving, Texas 75038, for the following purposes:

(i) To elect three directors to serve until the 2006 Annual Meeting of
Stockholders and until their successors are duly elected and qualified;

(ii) To approve an amendment to the Aviall, Inc. Amended and Restated
1998 Directors Stock Plan; and

(iii) To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Directors has fixed the close of business on April 29, 2003 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof.
Only stockholders of record on April 29, 2003 are entitled to notice of, and to
vote at, the Annual Meeting or any adjournment(s) or postponement(s) thereof. A
complete list of stockholders entitled to vote at the Annual Meeting will be
available for examination at the Company's principal offices located at 2750
Regent Boulevard, DFW Airport, Texas 75261, for a period of ten days prior to
the Annual Meeting. This list of stockholders will also be available for
inspection at the Annual Meeting and may be inspected by any stockholder for any
purpose germane to the Annual Meeting.

By Order of the Board of Directors,

-s- JEFFREY J. MURPHY

Jeffrey J. Murphy
Senior Vice President, Law & Human
Resources,
Secretary and General Counsel

Dallas, Texas
April 30, 2003

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE ENCLOSED PROXY CARD, OR USE THE TELEPHONE OR INTERNET VOTING
PROCEDURES PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE
REPRESENTED AND VOTED AT THE ANNUAL MEETING EVEN IF YOU CANNOT ATTEND. IF YOU
ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR
PROXY AND VOTE IN PERSON. YOUR PROMPT COOPERATION IS GREATLY APPRECIATED.

PROXY STATEMENT

AVIALL, INC.
2750 Regent Boulevard
DFW Airport, Texas 75261

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being provided to you in connection with the
solicitation of proxies to be voted at the 2003 Annual Meeting of Stockholders
(the "Annual Meeting") of Aviall, Inc. (the "Company") to be held at 11:00 a.m.
(local time) on Thursday, June 26, 2003, at the Four Seasons Resort and Club,
4150 N. MacArthur Boulevard, Irving, Texas 75038. Proxies are being solicited on
behalf of the Board of Directors of the Company. This Proxy Statement and the
enclosed proxy card are first being mailed on or about May 6, 2003 to holders of
the Company's capital stock entitled to vote at the Annual Meeting.

A Proxy Committee will vote the shares represented by each proxy card
returned to the Company. The members of the Proxy Committee are Colin M. Cohen,
Jacqueline K. Collier and Jeffrey J. Murphy. Where a stockholder's proxy
specifies a choice with respect to a matter, the Proxy Committee will vote such
stockholder's shares in accordance with the instructions contained therein. IF
NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE
DIRECTOR NOMINEES IDENTIFIED HEREIN AND FOR THE APPROVAL OF THE AMENDMENT TO THE
AVIALL, INC. AMENDED AND RESTATED 1998 DIRECTORS STOCK PLAN.

Any stockholder who executes and returns a proxy may revoke such proxy at
any time before it is voted by (i) notifying the Secretary of the Company in
writing at 2750 Regent Boulevard, DFW Airport, Texas 75261, (ii) granting a
subsequent proxy or (iii) appearing in person and voting at the Annual Meeting.
Attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy.

Stockholders may vote on the matters to be considered at the Annual Meeting
by any one of the following means:

- Vote by Mail. To vote by mail, complete, sign and date the enclosed
proxy card and return it in the enclosed envelope.

- Vote by Telephone. To vote by telephone, (i) call the following
telephone number toll-free on a touch-tone telephone: 1-877-779-8683,
(ii) when requested, enter your 14-digit Voter Control Number that is
located on your proxy card above your name and (iii) follow the
instructions given to you over the telephone.

- Vote over the Internet. To vote over the Internet, (i) visit
http://www.eproxyvote.com/avl, (ii) when requested, provide your 14-digit
Voter Control Number that is located on your proxy card above your name
and (iii) follow the instructions given to you over the Internet.

- Vote in Person. To vote in person, (i) attend the Annual Meeting in
person and (ii) follow the instructions given to you at the Annual
Meeting.

The Company has retained Morrow & Co., Inc. to aid in the solicitation of
proxies. It is estimated that the cost of these services will be approximately
$7,500 plus expenses. The Company will bear the entire cost of soliciting
proxies. In addition to the solicitation of proxies by mail, proxies may also be
solicited by telephone, telegram or personal communication by officers and
regular employees of Morrow & Co., Inc. and the Company.

PROCEDURES FOR THE ANNUAL MEETING

The presence, in person or by proxy, of the holders of a majority of the
votes entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business at the Annual Meeting. If a quorum is not present in
person or represented by proxies at the Annual Meeting, the stockholders
entitled to vote who are present in person or represented by proxies will have
the power to adjourn the Annual Meeting from time to time, without notice (other
than by announcement at the Annual Meeting) until a quorum is present in person
or represented by proxies. At any such adjourned meeting at which a quorum is
present in person or represented by proxies, any business may be transacted that
might have been transacted at the original Annual Meeting. If, and when, a
quorum is present in person or represented by proxies at the Annual Meeting or
any adjournment thereof, the stockholders present in person and represented by
proxies at the Annual Meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of stockholders from the Annual
Meeting who were counted in determining the existence of a quorum.

Business at the Annual Meeting will be conducted in accordance with the
procedures determined by the Chairman of the Annual Meeting and will be limited
to matters properly brought before the Annual Meeting pursuant to the procedures
set forth in the Company's Amended and Restated By-Laws. Those procedures
include the requirement that any stockholder who desires either to bring a
stockholder proposal before the Annual Meeting or to nominate a person for
election as a director at the Annual Meeting must give written notice to the
Company with respect to the proposal or nominee prior to the Annual Meeting. The
Chairman of the Annual Meeting may decline to acknowledge any stockholder
proposal or any nomination for director not made in accordance with these
procedures.

The Board of Directors does not anticipate that any matter other than those
described in this Proxy Statement will be brought before the Annual Meeting. If,
however, other matters are properly brought before the Annual Meeting, proxies
will be voted by the Proxy Committee in accordance with their judgment.

RECORD DATE AND VOTING STOCK

April 29, 2003 has been set as the record date for the purpose of
determining the stockholders entitled to notice of, and to vote at, the Annual
Meeting. Only holders of the Company's common stock, par value $0.01 per share
("Common Stock"), and Series D Senior Convertible Participating Preferred Stock,
par value $0.01 per share ("Series D Preferred Stock"), at the close of business
on the record date are entitled to notice of, and to vote at, the Annual Meeting
or any adjournment(s) or postponement(s) of the Annual Meeting.

As of the record date, there were 19,747,837 shares of Common Stock
outstanding. Each outstanding share of Common Stock is entitled to one vote for
each director to be elected and upon any other matter to be brought before the
stockholders at the Annual Meeting. As of the record date there were 50,409
shares of Series D Preferred Stock outstanding. Each outstanding share of Series
D Preferred Stock is entitled to a number of votes equal to the number of whole
shares of Common Stock into which such share of Series D Preferred Stock is
convertible on the record date (an aggregate of 8,691,204 votes at the Annual
Meeting) with respect to the election of each director and upon any other matter
properly brought before the stockholders at the Annual Meeting.

The presence in person or represented by proxy of the holders of a majority
of the votes entitled to vote at the Annual Meeting is necessary to constitute a
quorum, and such votes shall include the 8,691,204 votes of the holders of
Series D Preferred Stock. Abstentions and broker non-votes will be included in
determining the number of votes present in person or represented by proxy at the
Annual Meeting for purposes of determining whether a quorum exists.

With respect to the election of directors, an affirmative vote of a
majority of the votes cast is required to approve the election of each of the
director nominees at the Annual Meeting, assuming a quorum is present in person
or represented by proxy. Votes may be cast in favor of each of the nominees or
withheld for any nominee. Votes that are withheld will be excluded entirely from
the vote and will have no effect. Approval of the amendment to the Aviall, Inc.
Amended and Restated 1998 Directors Stock Plan requires the affirmative vote of
a majority of the votes cast and entitled to vote on the matter, assuming a
quorum is present in person
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or represented by proxy. Abstentions and broker non-votes are not counted as
votes cast and have no effect on the outcome of the vote.

PARTICIPANTS IN THE AVIALL EMPLOYEES' SAVINGS PLAN

If a stockholder is a participant in the Aviall, Inc. Employees' Savings
Plan and holds shares of Common Stock in the savings plan, the proxy card
represents the number of whole shares of Common Stock held for the benefit of
the participant in the savings plan as well as any shares of Common Stock
registered in the participant's name. Thus, a proxy card for such a participant
grants a proxy for shares of Common Stock registered in the participant's name
and serves as a voting instruction for the trustees of the savings plan or the
account in the participant's name. Information as to the voting instructions
given by individuals who are participants in the savings plan will not be
disclosed to the Company.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

The Board of Directors currently has nine members, consisting of one class
of three directors and two classes of two directors serving staggered three-year
terms and two directors who are appointed by the holders of the Series D
Preferred Stock. Alberto F. Fernandez, Paul E. Fulchino and Arthur E. Wegner are
currently serving terms that expire at the Annual Meeting. The Board of
Directors has nominated Messrs. Fernandez, Fulchino and Wegner to continue to
serve as directors until the Company's 2006 Annual Meeting of Stockholders and
until their successors are duly elected and qualified.

The following table presents information concerning persons nominated for
election as directors of the Company and for those directors whose terms of
office continue after the Annual Meeting.

THE PERSONS NAMED IN THE PROXY WILL VOTE FOR THE NOMINEES LISTED BELOW
EXCEPT WHERE AUTHORITY HAS BEEN WITHHELD.

NOMINEES FOR DIRECTOR
FOR A TERM EXPIRING AT THE ANNUAL MEETING IN 2006
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ALBERTO F. FERNANDEZ Mr. Fernandez, age 54, has been a director of the Company
Retired Chairman and Chief since August 2002. Prior to his retirement in May 2002, Mr.
Executive Officer of Fernandez served as Chairman and Chief Executive Officer of
Construcciones Aeronauticas, Construcciones Aeronauticas, S.A. (CASA), the premiere
S.A. aerospace producer in Spain. From 2000 to 2002, Mr.
Fernandez also served as head of the military transport
Member -- Audit Committee aircraft division of the European Aeronautic, Defence and
Space Company (EADS). He was also a member of the Executive
Committee at EADS and a director of Airbus Industrie. From
2001 to 2002, Mr. Fernandez also served as President of
Airbus Military Company. Prior to his appointment as Chief
Executive Officer of CASA, Mr. Fernandez served as Senior
Vice President of Administration, Finance and Purchasing of
Airbus Industrie and before that he held several other
executive positions with CASA.

PAUL E. FULCHINO Mr. Fulchino, age 56, has been a director of the Company since 2000. He has
Chairman, President and Chief served as Chairman of the Board of Directors, President and Chief Executive
Executive Officer of Aviall, Inc. Officer of the Company since January 2000. From 1996 to 1999, Mr. Fulchino
was President and Chief Operating Officer of B/E Aerospace, Inc., a leading
supplier of aircraft cabin interior products and services. From 1990 to 1996,
Mr. Fulchino served in the capacities of President and Vice Chairman of
Mercer Management Consulting, Inc., an international general management
consulting firm. Mr. Fulchino is a director of The Sports Authority, Inc., a
director of MedSource Technologies, Inc., a member of the President's
Advisory Board of Embry-Riddle Aeronautical University, and a director of
several privately-held companies.

ARTHUR E. WEGNER Mr. Wegner, age 65, has been a director of the Company since 2000. He served
Retired Executive Vice President of as Executive Vice President of Raytheon Company and Chairman of Raytheon
Raytheon Company Aircraft Company, a subsidiary of Raytheon Company, from January 2000 until
his retirement in August 2000. Prior to assuming that position, Mr. Wegner
Chairman -- Audit Committee was an Executive Vice President of Raytheon Company and Chairman and Chief
Executive Officer of Raytheon Aircraft Company.
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DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 2004
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DONALD R. MUZYKA Dr. Muzyka, age 64, has been a director of the Company since
Retired President and Chief 1994. He served as President and Chief Executive Officer of
Executive Officer of Special Special Metals Corporation from October 1996 until his
Metals Corporation retirement in August 2000. He served as President and Chief
Operating Officer of Special Metals Corporation from January
Member -- Audit Committee 1990 to October 1996.

JONATHAN M. SCHOFIELD Mr. Schofield, age 62, has been a director of the Company
Retired Chairman of Airbus since 2001. From December 1992 until his retirement in March
Industrie of North America 2001, Mr. Schofield served as Chairman of the Board of
Airbus Industrie of North America, Inc., a subsidiary of
Member -- Nominating and Airbus Industrie, a manufacturer of large civil aircraft.
Governance Committee From December 1992 until March 2000, he also served as Chief
Executive Officer of Airbus Industrie of North America, Inc.
Mr. Schofield is a director of B/E Aerospace, Inc. and SS&C
Technologies, Inc. He is also a trustee of LIFT Trust.
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DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING IN 2005
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RICHARD J. SCHNIEDERS Mr. Schnieders, age 55, has been a director of the Company
Chairman and Chief Executive since 1997. He has served as Chairman and Chief Executive
Officer of SYSCO Corporation Officer of SYSCO Corporation since January 2003. Mr.
Schnieders served as President of SYSCO Corporation from
Member -- Compensation Committee July 2000 to January 2003 and as its Chief Operating Officer
from January 2000 to January 2003. He served as an Executive
Vice President of SYSCO Corporation from January 1999 to
July 2000. Mr. Schnieders is a director of SYSCO
Corporation, where he has been employed since 1982.

BRUCE N. WHITMAN Mr. Whitman, age 69, has been a director of the Company
Executive Vice President of since 1998. He has been Executive Vice President and a
FlightSafety International, Inc. director of FlightSafety International, Inc. since 1962. Mr.
Whitman is also a director of Megadata Corporation, The
Chairman -- Nominating and Congressional Medal of Honor Foundation and The Smithsonian
Governance Committee National Air and Space Museum. He is a member of the Board
of Governors of the Civil Air Patrol and also a trustee of
Member -- Compensation Committee Kent School.
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DIRECTORS WHO SERVE AS DESIGNEES OF THE SERIES D PREFERRED STOCK
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PETER J. CLARE Mr. Clare, age 38, has been a director of the Company since
Managing Director of The Carlyle December 2001. He currently serves as a Managing Director of
Group The Carlyle Group. From 1997 to 1999, Mr. Clare served as a
Principal of The Carlyle Group, and from 1995 to 1997 as a
Chairman -- Compensation Vice President of The Carlyle Group. Mr. Clare was
Committee previously with First City Capital, a private investment
group, and also worked at Prudential-Bache. Mr. Clare is a
director of KorAm Bank, United Defense Industries, Inc. and
several privately-held companies.

ALLAN M. HOLT Mr. Holt, age 51, has been a director of the Company since
Managing Director of The Carlyle December 2001. He currently serves as a Managing Director of
Group The Carlyle Group. Mr. Holt joined The Carlyle Group in
1991. Mr. Holt was previously with Avenir Group, a private
Member -- Nominating and investment and advisory group. From 1984 to 1987, Mr. Holt
Governance Committee was Director of Planning and Budgets at MCI Communications
Corporation. Mr. Holt is a director of United Defense
Industries, Inc. and several privately-held companies.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR NAMED ABOVE.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS

BOARD OF DIRECTORS

MEMBERSHIP. Pursuant to the terms of the Series D Preferred Stock and the
Company's agreements with the holders of the Series D Preferred Stock, the
number of directors comprising the Board of Directors shall not exceed nine. The
holders of Common Stock have the right to elect seven directors. The current
members of the Board of Directors elected by the holders of Common Stock are
Messrs. Fulchino, Schnieders, Wegner, Whitman and Dr. Muzyka. Mr. Schofield was
elected by the members of the Board of Directors to fill a vacancy on the Board
of Directors in January 2001. Mr. Fernandez was elected by the members of the
Board of Directors in August 2002.

For so long as at least 4,511 shares of the Series D Preferred Stock are
outstanding, the holders of the Series D Preferred Stock have the exclusive
right to designate two directors, acting by written consent and without a
meeting of the holders of Common Stock. Messrs. Clare and Holt currently serve
on the Board of Directors as the designees of the Series D Preferred Stock. The
Company anticipates that the holders of the Series D Preferred Stock will again
designate these two individuals to serve as directors by written consent
contemporaneously with the Annual Meeting.

Pursuant to the terms of Aviall Services, Inc.'s senior unsecured notes due
2007, a representative selected by J.H. Whitney Mezzanine Fund, L.P. and its
affiliates and a representative selected by Blackstone Mezzanine Partners L.P.
and its affiliates have the right to attend the meetings of the Board of
Directors and all executive and committee meetings of the Board of Directors as
observers.

MEETINGS. During 2002, the Board of Directors held eight meetings. During
2002, each director attended at least 75% of the meetings held by the Board of
Directors and the respective committees of the Board of Directors of which such
director was a member during the period he was a member of the Board of
Directors in 2002.

COMMITTEES OF THE BOARD OF DIRECTORS

RECENT DEVELOPMENTS. During 2002, the committees of the Board of Directors
consisted of the Audit Committee and the Compensation and Nominating Committee.
In December 2002, the Board of Directors adopted resolutions creating a separate
Compensation Committee and a separate Nominating and Governance Committee in
lieu of the Compensation and Nominating Committee. The Board of Directors also
adopted (i) a revised Audit Committee Charter, (ii) charters for the
Compensation Committee and the Nominating and Governance Committee, (iii)
revised Corporate Governance Guidelines and (iv) a revised and expanded
definition of independence for the directors for fiscal year 2003.

All committees of the Board of Directors are composed exclusively of
directors of the Company. The Board of Directors has determined that all voting
members of the committees of the Board of Directors meet the independence
requirements of the New York Stock Exchange, the rules and regulations of the
Securities and Exchange Commission ("SEC") and the Company's Corporate
Governance Guidelines.

AUDIT COMMITTEE. The current voting members of the Audit Committee are
Messrs. Wegner (Chairman), Fernandez and Dr. Muzyka. Mr. Clare serves as an
advisor to the Audit Committee. During 2002, the members of the Audit Committee
were Messrs. Schnieders (Chairman), Clare, Holt, Schofield, Wegner, Whitman and
Dr. Muzyka. The Audit Committee met seven times in 2002.

The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities relating to the integrity of the Company's financial
statements, the Company's compliance with legal and regulatory requirements, the
independent auditor's qualifications and independence and the performance of the
Company's internal audit function and independent auditor. Accordingly, the
Audit Committee is responsible for:

- selecting, evaluating and, where appropriate, replacing the Company's
independent auditor;

- approving or pre-approving audit and non-audit engagements of the
Company's independent auditor;
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- reviewing the independent auditor;

- reviewing the conduct and results of the annual audit of the Company;

- reviewing the Company's annual and interim financial statements;

- reviewing the Company's policies with respect to risk assessment and risk
management;

- reviewing the plans for, scope and results of internal audit activities;

- reviewing compliance with the Company's Code of Business Conduct and
Ethics as well as compliance with major regulatory requirements; and

- establishing procedures for the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls or auditing
matters.

A copy of the revised Audit Committee Charter is attached as Appendix I to
this Proxy Statement.

COMPENSATION COMMITTEE. The current members of the Compensation Committee
are Messrs. Clare (Chairman), Whitman and Schnieders. During 2002, the members
of the Compensation and Nominating Committee were Messrs. Whitman (Chairman),
Clare, Holt, Schnieders, Schofield, Wegner and Dr. Muzyka. During 2002, the
Compensation and Nominating Committee met six times.

The Compensation Committee assists the Board of Directors in the discharge
of its fiduciary responsibilities relating to the compensation of the Company's
executive officers, including cash and stock compensation programs, benefits and
other programs. Accordingly, the Compensation Committee is responsible for:

- approving and reviewing with the Board of Directors executive
compensation philosophy and objectives;

- evaluating the performance of the chief executive officer and other
officers in light of approved performance goals and objectives;

- setting the compensation of the chief executive officer and other
officers based upon the evaluation of the performance of the chief
executive officer and the other elected officers, respectively;

- reviewing and recommending changes to existing incentive compensation and
equity-based plans and recommending any new plans; and

- approving and reviewing employment agreements, severance agreements,
salary changes, incentive plan payouts and stock grants for officers of
the Company.

During 2002, the Compensation and Nominating Committee considered
nominations for prospective members of the Board of Directors.

NOMINATING AND GOVERNANCE COMMITTEE. The current members of the Nominating
and Governance Committee are Messrs. Whitman (Chairman), Schofield and Holt. The
Nominating and Governance Committee was formed in December 2002 and did not meet
in 2002.

The Nominating and Governance Committee identifies individuals qualified to
become members of the Board of Directors and recommends to the Board of
Directors nominees for director in connection with the Company's annual meeting
of stockholders. The Nominating and Governance Committee is also responsible
for:

- reviewing and recommending modifications to the Company's Corporate
Governance Guidelines and Code of Business Conduct and Ethics;

- evaluating the qualifications of each candidate for election to the Board
of Directors against the independence requirements in the Company's
Corporate Governance Guidelines;

- reviewing qualifications for membership on all of the committees of the
Board of Directors;

- annually developing and overseeing an assessment of the Board of
Directors; and

- reviewing compensation for non-management directors.

The Nominating and Governance Committee considers nominees recommended by
other directors, stockholders and management who provide the Board of Directors
with information with respect to a suggested candidate for membership on the
Board of Directors. Written nominations by stockholders for directors will be
considered, provided such written nominations are received by the Secretary of
the Company at the Company's principal offices pursuant to timely advance
written notice in accordance with the Company's Amended and Restated By-Laws
(not less than 70 days nor more than 90 days prior to the first anniversary of
the previous year's annual meeting, subject to certain exceptions) and contain
all information specified in the Company's Amended and Restated By-Laws,
including the identity and address of the nominating stockholder, the class and
number of shares of capital stock which are owned by such stockholder and all
information regarding the proposed nominee that would be required to be included
in a proxy statement soliciting proxies for the proposed nominee.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company are entitled to receive an
annual retainer of $24,375 (the "Annual Retainer"). In addition, during 2002,
directors who are not employees of the Company ("outside directors") received
$1,000 for each Board of Directors or committee meeting they attended. Beginning
March 28, 2003, outside directors will receive $750 for each Board of Directors
or committee meeting they attend telephonically and $1,500 for each Board of
Directors or committee meeting they attend in person. Beginning March 28, 2003,
outside directors who serve as chairman of a standing committee will receive an
additional $5,000 per committee that they chair. Directors who are employees of
the Company or any of its subsidiaries do not receive any fees for serving on
the Board of Directors. Directors are also reimbursed for expenses incurred in
attending meetings of the Board of Directors or any committees thereof.

Directors who are not employees of the Company are eligible to participate
in the Aviall, Inc. Amended and Restated 1998 Directors Stock Plan, as amended
(the "Directors Stock Plan"). Under the Directors Stock Plan, each eligible
director may make an election to receive shares of restricted Common Stock in
lieu of the Annual Retainer. Except for the directors elected by the holders of
the Series D Preferred Stock (Messrs. Clare and Holt), all eligible directors
participated in the Directors Stock Plan during 2002. The number of shares of
Common Stock granted to a participant in the Directors Stock Plan is the nearest
number of whole shares of Common Stock which can be purchased for $30,000 (the
"Share Value"), based on the mean of the highest and lowest sale price for the
Common Stock on the grant date as reported on the New York Stock Exchange. In
the event that there is an increase or decrease in the Annual Retainer, the
Share Value adjusts automatically so that the ratio between the Share Value and
the Annual Retainer is maintained. Under the Directors Stock Plan, shares of
Common Stock are granted automatically on the first New York Stock Exchange
trading day in July of each calendar year to each eligible director who has
elected to participate in the Directors Stock Plan at least six months prior to
that date. As discussed in Proposal No. 2, the Board of Directors has
recommended amending the Directors Stock Plan to grant the shares of Common
Stock on the first New York Stock Exchange trading day in February of each
calendar year effective as of January 2004 to coincide with the grants of
restricted Common Stock and options to the Company's employees. The Board of
Directors has also recommended extending the vesting date from the six-month
anniversary of the grant date to the eleven-month anniversary of the grant date
effective as of January 2004.

Further, under the Directors Stock Plan, outside directors are eligible to
receive options to purchase up to 3,000 shares of Common Stock on the first New
York Stock Exchange trading day in July of each calendar year. As described in
Proposal No. 2, the Board of Directors has recommended amending the Directors
Stock Plan to permit the granting of options to purchase up to 5,000 shares of
Common Stock effective upon stockholder approval of Proposal No. 2 and amending
the Directors Stock Plan to grant the options on the first New York Stock
Exchange trading day in February of each calendar year effective as of January
2004.

Each grant of options to purchase shares of Common Stock pursuant to the
Directors Stock Plan becomes exercisable in full on a date or dates not less
than six months nor more than five years from the date of grant, so long as the
director has served continuously on the Board of Directors during such period.
In the event of the death or disability of a director, all outstanding options
shall become exercisable in full and may be exercised at any time within one
year after such director's death or disability. If a director's service
terminates for a reason other than death or disability, the outstanding options
may be exercised to the extent that they would be exercisable on the date that
is six months and one day after the date of such termination and shall expire
six months and one day after such termination. However, in the event of a Change
in Control (as defined in the Directors Stock Plan), all grants of options to
purchase shares of Common Stock pursuant to the Directors Stock Plan shall
become immediately exercisable. On July 1, 2002, each of Dr. Muzyka and Messrs.
Schnieders, Schofield, Wegner and Whitman were granted options to purchase 3,000
shares of Common Stock at an exercise price of $14.405. The options have a
10-year term and vest on July 1, 2003.

On March 27, 2003, the Board of Directors adopted stock ownership
guidelines for the outside directors. Under the guidelines, each outside
director is expected to own shares of Common Stock with an aggregate value of
three times the Annual Retainer within five years. Any outside directors
appointed or elected in the future would be expected to meet these guidelines
within five years of their appointment or election to the Board of Directors.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DIRECTORS AND NAMED EXECUTIVE OFFICERS

The following table presents information known to the Company about the
beneficial ownership of the Common Stock as of March 14, 2003 by (i) each of the
named executive officers of the Company; (ii) each director and nominee for
director of the Company; and (iii) all of the directors and executive officers
as of March 14, 2003 as a group. For purposes of this Proxy Statement, Paul E.
Fulchino, Charles M. Kienzle, Dan P. Komnenovich, Jeffrey J. Murphy and James T.
Quinn are referred to as the "named executive officers" of the Company.

The number and percentage of shares of the Common Stock beneficially owned
is determined under the rules of the SEC and is not necessarily indicative of
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares of Common Stock for which a person has sole or
shared voting power or investment power and also any shares of Common Stock
underlying options, warrants or convertible securities that are exercisable or
convertible by that person within 60 days of March 14, 2003.

Unless otherwise indicated in the footnotes, each person listed in the
following table has sole voting power and investment power over the shares of
Common Stock listed as beneficially owned by that person. Percentage of
beneficial ownership is based on 19,747,837 shares of Common Stock outstanding
on March 14, 2003.

Unless otherwise indicated in the footnotes, the address for each listed
person or entity is c/o Aviall, Inc., 2750 Regent Boulevard, DFW Airport, Texas
75261.

TOTAL SHARES OF PERCENTAGE OF
OWNED SHARES OF OPTION SHARES OF COMMON STOCK COMMON STOCK
NAME COMMON STOCK(1) COMMON STOCK(2) BENEFICIALLY OWNED BENEFICIALLY OWNED(3)
---- --------------- ---------------- ------------------ ---------------------

Paul E. Fulchino(4).............. 124,553 623,750 748,303 3.7%
Peter J. Clare(5)................ -- -- -- --
Alberto F. Fernandez............. -- -- -- --
Allan M. Holt(5)................. -- -- -- --
Donald R. Muzyka................. 20,655 6,000 26,655 *
Richard J. Schnieders............ 19,709 6,000 25,709 *
Jonathan M. Schofield............ 2,086 3,000 5,086 *
Arthur E. Wegner................. 4,902 6,000 10,902 *
Bruce N. Whitman................. 69,709 6,000 75,709 *
Charles M. Kienzle(6)............ 48,916 224,800 273,716 1.4
Dan P. Komnenovich(7)............ 44,763 84,483 129,246 *
Jeffrey J. Murphy(8)............. 52,600 214,850 267,450 1.3
James T. Quinn(9)................ 28,450 160,945 189,395 *
All current directors and
executive officers as a group
(17 persons)................... 508,939 1,795,593 2,304,532 11.4

---------------

* Less than one percent

(1) Represents shares of Common Stock beneficially owned by such individuals,
including shares beneficially owned pursuant to the Aviall, Inc. Employees'
Savings Plan and shares of restricted stock beneficially owned pursuant to
the Directors Stock Plan.

(2) Represents shares of Common Stock that may be acquired within 60 days of
March 14, 2003, through the exercise of stock options.

(3) An individual's percentage of Common Stock beneficially owned is not equal
to such individual's percentage of total voting power because the beneficial
ownership calculation does not include the voting power of the shares of
Series D Preferred Stock and it does include shares that may be acquired
within 60 days of March 14, 2003, through the exercise of stock options.
Each share of Series D Preferred Stock is entitled to the number of votes
equal to the number of whole shares of Common Stock into which such share of
Series D Preferred Stock is convertible. As of March 14, 2003, the 49,301
shares of Series D Preferred Stock outstanding were convertible into
8,500,171 shares of Common Stock. Including the voting power of the Series D
Preferred Stock and not including the shares of Common Stock that may be
acquired by such individuals within 60 days of March 14, 2003, as of March
14, 2003, each of Messrs. Fulchino, Kienzle and Murphy control less than one
percent of the total voting power of the Company and the current directors
and executive officers as a group control 1.8% of the total voting power of
the Company.

(4) Includes 61,853 shares of restricted Common Stock for which Mr. Fulchino has
sole voting power and no investment power.

(5) The address of this person is c/o The Carlyle Group, 1001 Pennsylvania
Avenue, N.W., Suite 220 South, Washington D.C. 20004-2505.

(6) Includes 23,040 shares of restricted Common Stock for which Mr. Kienzle has
sole voting power and no investment power.

(7) Includes 34,703 shares of restricted Common Stock for which Mr. Komnenovich
has sole voting power and no investment power.

(8) Includes 18,115 shares of Common Stock held jointly by Mr. Murphy and his
spouse. Mr. Murphy has shared voting and investment power with respect to
these shares. Also includes 23,703 shares of restricted Common Stock for
which Mr. Murphy has sole voting power and no investment power.

(9) Includes 20,433 shares of restricted Common Stock for which Mr. Quinn has
sole voting power and no investment power.

BENEFICIAL OWNERS OF 5% OR MORE

The following table sets forth information regarding the number and
percentage of shares of Common Stock and Series D Preferred Stock held by all
persons and entities who are known by the Company to beneficially own 5% or more
of the Company's outstanding Common Stock or Series D Preferred Stock. The
information regarding beneficial ownership of Common Stock and Series D
Preferred Stock by the entities identified below is included in reliance on
reports filed with the SEC by such entities, except that the percentage is based
upon the Company's calculations made in reliance upon the number of shares of
Common Stock and Series D Preferred Stock reported to be beneficially owned by
such entity in such report and the number of shares of Common Stock and Series D
Preferred Stock outstanding on March 14, 2003.

SHARES OF PERCENTAGE OF
SHARES OF PERCENTAGE OF SERIES D SERIES D
COMMON STOCK COMMON STOCK PREFERRED STOCK PREFERRED STOCK
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED BENEFICIALLY OWNED BENEFICIALLY OWNED
---------------- ------------------ ------------------ ------------------ ------------------

TCG Holdings, L.L.C.(1)(2)(3)..... 8,762,671 30.7% 49,301 100%
Dimensional Fund Advisors,
Inc.(4)......................... 1,368,000 6.9 -- --
Advisory Research, Inc.(5)........ 1,100,092 5.6 -- --

---------------

(1) TCG Holdings, L.L.C. and certain affiliates beneficially own 8,762,671
shares of Common Stock by virtue of their beneficial ownership of 49,301
shares of Series D Preferred Stock and a warrant exercisable for 262,500
shares of Common Stock. The determination of the number of shares of Common
Stock beneficially owned by TCG Holdings, L.L.C. and its affiliates, assumes
(i) the conversion of all outstanding shares of Series D Preferred Stock
into 8,500,171 shares of Common Stock and (ii) the exercise of a warrant
into 262,500 shares of Common Stock. Each share of Series D Preferred Stock
is currently convertible into approximately 172.41379 shares of Common
Stock.

(2) TCG Holdings, L.L.C and certain affiliates beneficially own 49,301 shares of
Series D Preferred Stock, consisting of (i) 42,186 shares of Series D
Preferred Stock owned of record by Carlyle Partners III, L.P., (ii) 3,558
shares of Series D Preferred Stock owned of record by CP III Coinvestment,
L.P., (iii) 2,463 shares of Series D Preferred Stock owned of record by
Carlyle High Yield Partners, L.P. and (iv) 1,094 shares of Series D
Preferred Stock owned of record by Carlyle-Aviall Partners II, L.P.

(3) TC Group III, L.P. is the sole general partner of Carlyle Partners III,
L.P., CP III Coinvestment, L.P. and Carlyle-Aviall Partners II, L.P. TC
Group III, L.L.C. is the sole general partner of TC Group III, L.P. TCG High
Yield, L.L.C. is the sole general partner of Carlyle High Yield Partners,
L.P. TCG High Yield Holdings, L.L.C. is the sole managing member of TCG High
Yield, L.L.C. TC Group, L.L.C. is the sole managing member of TC Group III,
L.L.C. and TCG High Yield Holdings, L.L.C. TCG Holdings, L.L.C. is the sole
managing member of TC Group, L.L.C. Accordingly, (i) TC Group III, L.P. and
TC Group III, L.L.C. each may be deemed to be a beneficial owner of shares
of Common Stock and Series D Preferred Stock owned of record by each of
Carlyle Partners III, L.P., CP III Coinvestment, L.P. and Carlyle-Aviall
Partners II, L.P.; (ii) TCG High Yield, L.L.C. and TCG High Yield Holdings,
L.L.C. each may be deemed to be a beneficial owner of shares of Common Stock
and Series D Preferred Stock owned of record by Carlyle High Yield Partners,
L.P. and (iii) TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed
to be a beneficial owner of the shares of Common Stock and Series D
Preferred Stock owned of record by each of Carlyle Partners III, L.P., CP
III Coinvestment, L.P., Carlyle-Aviall Partners II, L.P. and Carlyle High
Yield Partners, L.P. William E. Conway, Jr., Daniel A. D'Aniello and David
M. Ruberstein are managing members of TCG Holdings, L.L.C. and, in such
capacity, may be deemed to share beneficial ownership of shares of Common
Stock beneficially owned by TCG Holdings, L.L.C. Such individuals expressly
disclaim any such beneficial ownership. The principal address and principal
offices of TCG Holdings, L.L.C. and certain affiliates is c/o The Carlyle
Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C.
20004-2505. Each of the foregoing entities reports to have sole voting and
investment power over the shares of Common Stock reported to be beneficially
owned by such entity.

(4) Dimensional Fund Advisors has sole voting and investment power with respect
to 1,368,000 shares of Common Stock. Dimensional Fund Advisors, an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as an
investment manager to certain other investment vehicles, including
commingled group trusts (the investment companies and investment vehicles
are collectively referred to as the "Portfolios"). The Portfolios own the
1,368,000 shares of Common Stock and Dimensional Fund Advisors disclaims
beneficial ownership of such securities. Including the voting power of the
Series D Preferred Stock, Dimensional Fund Advisors controls 4.8% of the
total voting power of the Company. The business address of Dimensional Fund
Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

(5) Advisory Research, Inc. has sole voting and investment power with respect to
1,100,092 shares of Common Stock. Including the voting power of the Series D
Preferred Stock, Advisory Research, Inc. controls 3.9% of the total voting
power of the Company. The business address of Advisory Research, Inc. is 180
North Stetson St., Suite 5780, Chicago, IL 60601.

COMPENSATION AND NOMINATING COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

INTRODUCTION

During 2002, the Compensation and Nominating Committee had responsibility
for the Company's executive compensation practices and policies. In December
2002, the Board of Directors adopted resolutions creating a Compensation
Committee and a Nominating and Governance Committee to replace the Compensation
and Nominating Committee. The current Compensation Committee assumed the
responsibilities of the Compensation and Nominating Committee relating to
executive compensation practices and policies.

During 2002, the members of the Compensation and Nominating Committee were
Messrs. Whitman (Chairman), Clare, Holt, Schnieders, Schofield, Wegner and Dr.
Muzyka, all of whom are outside directors and not officers or employees of the
Company or its subsidiaries. The current members of the Compensation Committee
are Messrs. Clare (Chairman), Whitman and Schnieders, all of whom are outside
directors and not officers or employees of the Company or its subsidiaries. The
Board of Directors has determined that all members of the Compensation and
Nominating Committee in 2002 and the current members of the Compensation
Committee meet the independence requirements of the New York Stock Exchange, the
rules and regulations of the SEC and the Company's Corporate Governance
Guidelines.

With the exception of the Directors Stock Plan, the members of the
Compensation and Nominating Committee were not eligible to participate in the
compensation plans or programs administered by the committee and the current
members of the Compensation Committee are not eligible to participate in the
compensation plans or programs administered by the committee.

This report regarding the Company's compensation policies during fiscal
year 2002 is being submitted by the members of the Compensation and Nominating
Committee.

EXECUTIVE PAY POLICY

The Company's compensation programs are intended to attract, retain and
motivate the key people necessary to lead the Company to achieve its strategic
objective of increased stockholder value over the long-term, reflecting the
Compensation and Nominating Committee's belief that executive compensation
should seek to align the interests of the Company's executives with those of its
stockholders. The program utilizes three components: (a) base salary, (b)
short-term incentives and (c) long-term compensation in the form of both stock
options and restricted stock.

In establishing compensation, the Compensation and Nominating Committee
seeks to provide a mix of base salary and short and long-term incentive
compensation that provide executives with a competitive total compensation
package. The Compensation and Nominating Committee sets compensation in this
manner to ensure that the Company's compensation practices do not competitively
disadvantage the Company in its efforts to retain and attract key executives
while maintaining its cost structure. During 2002, the Compensation and
Nominating Committee reviewed the Company's compensation structure, including
the mix of base salary, short-term and long-term incentive compensation.

BASE SALARY

Effective January 1, 2000, Paul E. Fulchino, was elected Chairman,
President and Chief Executive Officer of the Company. In connection with his
election to these positions, Mr. Fulchino entered into an employment agreement
with the Company. See "Compensation of Executive Officers -- Employment and
Severance Arrangements -- Employment Agreement." Pursuant to the terms of his
employment agreement, Mr. Fulchino's base salary for 2002 was $472,500. For 2003
the Compensation and Nominating Committee has decided to increase Mr. Fulchino's
base salary and that of the other executive officers.

SHORT-TERM INCENTIVE PROGRAM

Under the 2002 short-term incentive program, all executive officers,
including Mr. Fulchino, were eligible to receive an aggregate bonus award of up
to 120% of their base salary, subject to the Company meeting specific
objectives. These bonus awards were payable two-thirds in cash and one-third in
shares of restricted Common Stock. In January 2003, Mr. Fulchino was awarded a
cash bonus of $341,485 and was granted 22,887 shares of restricted Common Stock.
The shares of restricted Common Stock vest on the third anniversary of the grant
date and are subject to the terms of the Aviall, Inc. 1998 Stock Incentive Plan.
In connection with the Compensation and Nominating Committee's review of total
compensation, the bonus opportunities for all executive officers in 2003,
including Mr. Fulchino, were set at 120% of base salary, and allocated
two-thirds in cash and one-third in shares of restricted Common Stock.

STOCK OPTIONS

During 2002, the Aviall, Inc. 1998 Stock Incentive Plan was administered by
the Board of Directors and the Compensation and Nominating Committee. As of
January 2003, the Aviall, Inc. 1998 Stock Incentive Plan is administered by the
Board of Directors and the Compensation Committee. The Aviall, Inc. 1998 Stock
Incentive Plan is designed to provide incentive compensation to the Company's
executive officers and other key management personnel. The grants are long-term
incentives for further performance, which are designed to align the interests of
management with those of the Company's stockholders.

Mr. Fulchino was granted options to purchase 125,000 shares of Common Stock
in January 2002. At the same time, the Compensation and Nominating Committee
also approved stock option grants to the other executive officers and certain
key employees. The number of options granted to a specific individual was
dependent upon such individual's potential for promotion based upon the
individual's current performance and such individual's expected impact on the
Company's future performance. All options were granted at the fair market value
at the time of grant. Approximately, one-third of these options vest each year
commencing on the first anniversary of the date of grant.

STOCK OWNERSHIP

Upon the Compensation and Nominating Committee's recommendation in 1993,
the Board of Directors approved voluntary executive stock ownership guidelines
for the Company's chief executive officer, executive officers and certain other
executives. The guidelines are intended to encourage executives to become
substantial stockholders. Under the guidelines, the Company's chief executive
officer is expected to own shares of Common Stock with an aggregate value of
three times his or her then-current base salary within five years of appointment
to such position. Within such time period, all other executive officers are
expected to own shares of Common Stock with a value of 1.5 times their base
salary and the remaining executives are expected to own shares having a value of
one-half times their annual base salary. During 2002, the Compensation and
Nominating Committee reviewed the progress of the Company's executives against
these guidelines, and during 2003, the Compensation Committee will continue this
review.

The Compensation and Nominating Committee periodically reviewed the
potential impact of the $1.0 million deduction limitation on executive
compensation for the top five executives which was implemented as part of the
Omnibus Budget Reconciliation Act of 1993. Due, in part, to the Company's
existing net operating loss carryforward, the Compensation and Nominating
Committee believed that no action was necessary. During 2003, the Compensation
Committee intends to continue to evaluate the Company's potential exposure to
the deduction limitation on an annual basis.

Submitted by the members of the Compensation and Nominating Committee of
the Board of Directors.

Bruce N. Whitman Peter J. Clare Allan M. Holt Donald R. Muzyka
Chairman

Richard J. Schnieders Jonathan M. Schofield Arthur E. Wegner

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2002, the members of the Compensation and Nominating Committee of
the Board of Directors were Messrs. Whitman (Chairman), Clare, Holt, Schnieders,
Schofield, Wegner and Dr. Muzyka. None of the members of the Compensation and
Nominating Committee was at any time during 2002, or at any other time, an
officer or employee of the Company. No member of the Compensation and Nominating
Committee or the current Compensation Committee serves as a member of the board
of directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Company's Board of Directors, the
former Compensation and Nominating Committee or the current Compensation
Committee.

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth the annual and long-term compensation paid
or accrued for the benefit of the named executive officers for services rendered
to the Company during its last three fiscal years.

LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -----------------------
------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) OPTIONS(3) COMPENSATION(4)
------------------------------ ---- -------- -------- --------------- ---------- ---------- ---------------

Paul E. Fulchino 2002 $472,500 $341,485 $ 797 $170,737 125,000 $8,455
Chairman, President and 2001 467,308 248,413 797 124,200 125,000 3,083
Chief Executive Officer 2000 448,269 265,740 9,346 132,864 -- 11,878
of Aviall, Inc.

Charles M. Kienzle 2002 178,500 130,151 -- 65,074 25,000 5,141
Senior Vice President of 2001 177,692 110,931 -- 55,465 30,000 627
Operations of Aviall 2000 175,000 80,500 -- 40,250 25,000 400
Services, Inc.

Dan P. Komnenovich 2002 290,125 219,253 -- 109,625 45,000 5,268
Executive Vice President and 2001 286,635 180,035 -- 90,014 55,000 805
Chief Operating Officer of 2000 104,711 120,721 -- 45,354 50,000 400
Aviall Services, Inc.

Jeffrey J. Murphy 2002 184,965 130,552 -- 65,275 20,000 5,676
Senior Vice President of 2001 183,127 101,034 -- 50,517 25,000 1,242
Law and Human 2000 177,000 96,996 -- 48,498 20,000 569
Resources of Aviall, Inc.

James T. Quinn 2002 182,875 133,587 -- 66,789 25,000 4,538
Vice President of 2001 181,058 89,022 -- 44,510 30,000 743
Sales and Marketing 2000 165,385 64,487 -- 32,243 25,000 400
of Aviall Services, Inc.

---------------

(1) Includes amounts reimbursed for the payment of income taxes (i) related to
insurance premiums paid by the Company in 2001 and 2002 and taxable to Mr.
Fulchino and (ii) related to relocation expenses and insurance premiums
paid by the Company in 2000 and taxable to Mr. Fulchino.

(2) The grants of shares of restricted Common Stock in 2000, 2001 and 2002 were
made pursuant to the Company's annual incentive compensation program. That
program provides for incentive compensation to be paid two-thirds in cash
and one-third in shares of restricted Common Stock. The shares of
restricted Common Stock vest on the third anniversary of the grant date.
Recipients of shares of restricted Common Stock are entitled to receive any
dividends paid thereon. The dollar amounts shown for 2002 were based upon a
price of $7.46 per share, the closing market price of the shares of Common
Stock on the New York Stock Exchange on January 30, 2003, the grant date.
The dollar amounts shown for 2001 were based upon a price of $7.10 per
share, the closing market price of the shares of Common Stock on the New
York Stock Exchange on January 29, 2002, the grant date. The dollar amounts
shown for 2000 were based upon a price of $6.1875 per share, the closing
market price of the shares of Common Stock on the New York Stock Exchange
on January 19, 2001, the grant date. As of December 31, 2002, the aggregate
number of shares of restricted Common Stock and their value (based upon a
price of $8.05 per share, the closing market price of Common Stock on the
New York Stock Exchange on December 31, 2002) held by each named executive
officer were as follows: Mr. Fulchino, 38,966 shares of restricted Common
Stock valued at $313,676; Mr. Kienzle, 14,317 shares of restricted Common
Stock valued at $115,252; Mr. Komnenovich, 20,008 shares of restricted
Common Stock valued at $161,064; Mr. Murphy, 14,953 shares of restricted
Common Stock valued at $120,372; and Mr. Quinn 11,480 shares of restricted
Common Stock valued at $92,414.

(3) Grants of stock options vest approximately one-third each year commencing
on the first anniversary of the date of grant.

(4) For 2002, this column represents (i) premiums for group term life insurance
payments to each of the named executive officers in the following amounts:
Mr. Fulchino, $2,808; Mr. Kienzle, $678; Mr. Komnenovich, $884; Mr. Murphy,
$1,388; and Mr. Quinn, $585, (ii) premiums for supplemental long-term
disability insurance payments in the amount of $1,056 for Mr. Fulchino,
(iii) contributions to the Aviall, Inc. Employees' Savings Plan in the
following amounts: Mr. Fulchino, $4,591; Mr. Kienzle, $4,463; Mr.
Komnenovich, $4,384; Mr. Murphy, $4,077; and Mr. Quinn, $3,953 and (iv)
premiums for compensatory split-dollar insurance payments in the amount of
$211 for Mr. Murphy. For 2001, this column represents (i) premiums for
group term life insurance payments to each of the named executive officers
in the following amounts: Mr. Fulchino, $2,027; Mr. Kienzle, $227; Mr.
Komnenovich, $405; Mr. Murphy, $656; and Mr. Quinn, $343, (ii) premiums for
supplemental long-term disability insurance payments in the amount of
$1,056 for Mr. Fulchino, (iii) contributions to the Aviall, Inc. Employees'
Savings Plan in the amount of $400 for each named executive officer, other
than Mr. Fulchino, who was not eligible to participate in this plan in 2001
and (iv) premiums for compensatory split-dollar insurance payments in the
amount of $186 for Mr. Murphy. For 2000 this column represents (i) moving
expenses of $11,106 for Mr. Fulchino, (ii) premiums for supplemental
long-term disability insurance payments in the amount of $772 for Mr.
Fulchino, (iii) contributions to the Aviall, Inc. Employees' Savings Plan
in the amount of $400 for each named executive officer other than Mr.
Fulchino, who was not eligible to participate in this plan in 2000 and (iv)
premiums for compensatory split-dollar insurance payments in the amount of
$169 for Mr. Murphy.

EMPLOYMENT AND SEVERANCE ARRANGEMENTS

EMPLOYMENT AGREEMENT. The Company is a party to an employment agreement
(the "Employment Agreement") with Paul E. Fulchino pursuant to which Mr.
Fulchino serves as the Company's Chairman, President and Chief Executive
Officer. Under the Employment Agreement, Mr. Fulchino receives an annual base
salary of at least $472,500 and is eligible to receive incentive compensation of
not less than 100% of his base salary (although he is not guaranteed any
specific amount of incentive compensation). Mr. Fulchino is also entitled to
supplemental term life insurance of $900,000, supplemental disability insurance
with long-term disability benefits equal to 60% of his base salary, and other
employee benefits made generally available to the Company's senior executives.
The Employment Agreement had an initial three-year term, expiring on December
31, 2002. In December 2002, the Employment Agreement was extended for an
additional three-year term. In the event of an involuntary termination of his
employment (other than for Cause (as defined in the Employment Agreement) or his
death or disability), Mr. Fulchino would receive severance pay in an amount
equal to the greater of two times his then-current base salary or the base
salary for the remainder of the term of the Employment Agreement. Pursuant to
the Employment Agreement, on December 21, 1999, Mr. Fulchino was granted options
to purchase 500,000 shares of Common Stock at an exercise price of $7.3125 per
share, the fair market value of the Common Stock on the grant date. This option
expires December 21, 2009, and the options are fully vested.

SEVERANCE AGREEMENTS. The Company has entered into an Amended and Restated
Severance Agreement (a "Severance Agreement") with each of its executive
officers. The Severance Agreements become operative only upon a Change in
Control (as defined in the Severance Agreements). The Severance Agreements
provide that if, within a two-year period following a Change in Control (as
defined in the Severance Agreements), the Company terminates the employment of
such executive officer for reasons other than death, disability or Cause (as
defined in the Severance Agreements), or the executive officer terminates
employment with the Company for Good Reason (as defined in the Severance
Agreements), the executive officer is entitled to receive a severance payment in
an amount equal to a multiple of two or three (depending upon the terms of his
individual Severance Agreement) times such executive officer's (i) then-current
base salary and (ii) an amount equal to the greater of such executive officer's
(1) incentive compensation for the current fiscal year (assuming the Company had
reached target performance for that year) or (2) incentive compensation paid or
payable to the executive for the most recently completed fiscal year. The
executive officer is also entitled to continue to receive health and life
insurance benefits for a period of one year following his or her termination
upon a Change in Control (as defined in the Severance Agreements). The Severance
Agreements further provide that if any amount payable thereunder or otherwise to
the executive officer is determined to be an "excess parachute payment" under
the Internal Revenue Code of 1986, as amended (the "Code"), such executive
officer would be entitled to receive an additional payment (net of income taxes)
equal to the excise tax imposed under the Code on such payment.

SEVERANCE PAY PLAN. The Company maintains an Amended and Restated
Severance Pay Plan (the "Severance Pay Plan") for the benefit of all full-time
employees, including executive officers. The Severance Pay Plan provides that if
the Company terminates an eligible employee's employment for any reason other
than Cause (as defined in the Severance Pay Plan), the employee is entitled to
receive severance pay in an amount determined in accordance with the terms of
the Severance Pay Plan. For executive officers, the severance pay is an amount
equal to a multiple of one or two (as the case may be) times (i) the executive's
then-current base salary and (ii) the greater of such executive officer's (1)
target incentive payment for the year in which his employment was terminated and
(2) incentive payment for the most recently completed fiscal year. Payments
under the Severance Pay Plan are made in installments (a one or two-year period
for executive officers) unless the employee's employment is terminated within
one year following a Change in Control (as defined in the Severance Pay Plan).
In that circumstance, the severance payment is made in a lump sum. The Severance
Pay Plan provides that in the event that an employee is terminated under
circumstances in which he or she is entitled to receive severance payment under
any other written agreement (including the Employment Agreement and the
Severance Agreements described in the preceding paragraphs), the employee is not
entitled to receive the benefits intended to be provided under the Severance Pay
Plan.

OPTION GRANTS IN 2002

The following table provides information regarding the grant of stock
options to each of the named executive officers in 2002.

INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ------------------------------
NAME GRANTED(1) FISCAL 2002 SHARE DATE 5% 10%
---- ---------- ------------- --------- ---------- ------------ --------------

Paul E. Fulchino...... 125,000 19.76% $7.10 01/29/12 $558,144 $1,414,446
Charles M. Kienzle.... 25,000 3.95% 7.10 01/29/12 111,629 282,889
Dan P. Komnenovich.... 45,000 7.11% 7.10 01/29/12 200,932 509,201
Jeffrey J. Murphy..... 20,000 3.16% 7.10 01/29/12 89,303 226,311
James T. Quinn........ 25,000 3.95% 7.10 01/29/12 111,629 282,889

---------------

(1) Each of the options shown in the table above vest approximately one-third
each year, beginning on the first anniversary of the date of the grant. Of
the options granted in 2002 for (i) Mr. Fulchino, 14,084 were incentive
stock options and 110,916 were nonqualified stock options, (ii) Mr. Kienzle,
13,695 were incentive stock options and 11,305 were nonqualified stock
options, (iii) Mr. Komnenovich, 14,084 were incentive stock options and
30,916 were nonqualified stock options, (iv) Mr. Murphy, 13,400 were
incentive stock options and 6,600 were nonqualified stock options and (v)
Mr. Quinn, 13,695 were incentive stock options and 11,305 were nonqualified
stock options.

(2) The potential realizable value set forth in the table above illustrates the
values that would be realized upon exercise of the option immediately prior
to the expiration of its term, assuming the specified compounded rates of
appreciation on the Common Stock over the term of the option. The use of the
assumed 5% and 10% annual rates of stock price appreciation is established
by the SEC and is not intended by the Company to forecast possible
appreciation of the price of the shares of Common Stock.

AGGREGATED OPTION EXERCISES IN 2002
AND DECEMBER 31, 2002 OPTION VALUES

The following table provides information regarding the exercise of options
by each of the named executive officers during 2002 and the number of
unexercised options held at December 31, 2002 by each of the named executive
officers.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 2002 DECEMBER 31, 2002(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------

Paul E. Fulchino....... -- -- 541,250 208,750 $445,578 $274,734
Charles M. Kienzle..... -- -- 198,317 53,433 21,704 61,186
Dan P. Komnenovich..... -- -- 51,483 98,517 129,220 159,092
Jeffrey J. Murphy...... -- -- 193,333 43,417 18,631 50,197
James T. Quinn......... -- -- 134,462 53,433 19,483 61,186

---------------

(1) This value was based upon a per share price of $8.05, the closing price of
the Common Stock on December 31, 2002, multiplied by the number of shares of
Common Stock issuable upon exercise of these options.

RETIREMENT BENEFITS

The Company covers substantially all regular domestic full-time employees,
including executive officers, and two employees located internationally under
the Aviall, Inc. Retirement Plan (the "Retirement Plan"). Benefits payable under
the Retirement Plan are based on an employee's career earnings with the Company
and its subsidiaries. At normal retirement age of 65, a participant is entitled
to a monthly pension benefit payable for life. The annual pension benefit, when
paid in the form of a life annuity with no survivor's benefits, is generally
equal to the sum of 1.45% of the first $15,600 of Basic Compensation (as defined
in the Retirement Plan), plus 1.85% of the portion of the Basic Compensation in
excess of $15,600 during each such year while a participant in the Retirement
Plan.

Benefits under the Retirement Plan vest at the earlier of the completion of
five years of vesting service or upon reaching age 65. However, in the event of
a Change of Control (as defined in the Retirement Plan) all
employee-participants will be fully vested, and the term "accrued benefit" will
include certain severance payments under the Aviall, Inc. Amended and Restated
Severance Pay Plan and other severance payments under Change of Control
severance agreements, and will also include the value of early retirement
benefits for any employee-participant age 45 or above or with 10 or more years
of service. These benefits are not subject to any reduction for Social Security
benefits or other offset amounts. An employee's pension benefits may be paid in
certain alternative forms having actuarially equivalent values.

The maximum annual benefit under a qualified pension plan is currently
$160,000 beginning at the Social Security retirement age, which is currently age
65. The maximum compensation and bonus that may be taken into account in
determining annual retirement accruals is currently $170,000. The Company
maintains a non-qualified, unfunded benefit plan, called the Aviall, Inc.
Benefit Restoration Plan (the "Benefit Restoration Plan"), which covers those
participants in the Retirement Plan, including those named below, whose benefits
are reduced under the Code or other United States laws. A participant in the
Benefit Restoration Plan who is vested in his or her benefits under the
Retirement Plan is entitled to a benefit equal to the difference between (i) the
amount of benefits that the participant would be entitled to under the
Retirement Plan if no statutory reductions applied to such benefits and, if
applicable, if Basic Compensation included the value of any restricted stock
rights awarded to the participant under the Aviall, Inc. Bonus Plan; and (ii)
the amount of benefits the participant is entitled to under the Retirement Plan
and the Ryder System, Inc. Retirement Plan. Benefits under the Benefit
Restoration Plan are paid in the same manner, as of the same date and subject to
the same conditions as the benefits payable under the Retirement Plan. However,
in the event of a Change of Control (as defined in the Retirement Plan), all
participants will be fully vested for purposes of eligibility for benefits under
the Benefit Restoration Plan, and the lump sum value of the benefits owing under
the Benefit

Restoration Plan (along with the amounts necessary to cover all federal income
taxes owing on the benefits and these amounts) will be paid immediately to the
participant.

The following table sets forth estimated annual pension benefits under the
Retirement Plan and the Benefit Restoration Plan combined to each named
executive officer (in the form of a single life annuity) assuming such executive
officer remains continuously employed at current compensation levels until
retirement at the normal retirement date, which is the date on which such named
executive officer reaches age 65.

NAME AMOUNT
---- --------

Paul E. Fulchino.......................................... $108,182
Charles M. Kienzle........................................ 90,836
Dan P. Komnenovich........................................ 103,819
Jeffrey J. Murphy......................................... 82,564
James T. Quinn............................................ 62,407

On April 7, 2003, the Board of Directors finalized its approval and
adoption of the Aviall, Inc. Supplemental Executive Retirement Income Plan (the
"Executive Retirement Plan"). The Executive Retirement Plan covers the current
Chief Executive Officer of the Company, Mr. Fulchino (the "CEO"), and key
officers of the Company designated by the Board of Directors as eligible to
participate in the Executive Retirement Plan. The named executive officers are
currently eligible to participate in the Executive Retirement Plan.

Monthly benefits payable under the Executive Retirement Plan are equal to
(i) two percent (2%), or three percent (3%) in the case of the CEO, of the
participant's average monthly rate of compensation for the three calendar years,
out of the six previously completed calendar years, that give the highest
average monthly rate of compensation, multiplied by (ii) the participant's
number of years of Credited Service (as defined in the Executive Retirement
Plan), not to exceed 25 years, or in the case of the CEO, 16 2/3 years, less
(iii) the sum of the participant's monthly benefits under the Retirement Plan,
the Benefit Restoration Plan, the Ryder System, Inc. Retirement Plan and Social
Security. The CEO's years of Credited Service is equal to two times his actual
number of years of service with the Company, but in no event shall it exceed
16 2/3 years.

A participant is entitled to the monthly benefits as described above upon
retirement at the age of 65 or later. A participant is also entitled to monthly
benefits (based upon compensation and Credited Service to date) upon retirement
at an earlier age, upon disability, or upon other employment termination after
being "vested" in all or a portion of his or her benefits based on completed
Years of Vesting Service (as defined in the Executive Retirement Plan). The
CEO's Years of Vesting Service is equal to two times his years of vesting
service under the Retirement Plan. A participant who has five or more Years of
Vesting Service but less than ten Years of Vesting Service will be vested in 75%
of his or her benefits, and a participant with ten or more Years of Vesting
Service will be vested in 100% of his or her benefits. If a participant is
terminated for Cause (as defined in the Executive Retirement Plan), he or she
will not be vested in any benefits, regardless of his or her Years of Vesting
Service. In addition, a participant's surviving spouse is entitled to death
benefits upon a participant's death before benefits otherwise commence. A
participant's benefits may be paid in the same manner and form, as of the same
date and subject to the same conditions as the benefits payable under the
Retirement Plan.

In the event of a Change of Control (as defined in the Retirement Plan)
certain participants who, within three years of the Change of Control, are
involuntarily terminated other than for Cause (as defined in the Executive
Retirement Plan) or voluntarily terminate their employment will (i) be fully
vested in their benefits, (ii) receive two additional years of Credited Service
and (iii) have two years added to their age for certain early retirement
purposes. In addition, upon a Change of Control the Company must establish a
trust or other funding arrangement that is subject to the claims of the
Company's general creditors for the purpose of funding the benefits payable
under the Executive Retirement Plan. The Company also must contribute to the
trust the amount necessary to fund 100% of the then-present value of the
benefits payable under the Executive Retirement Plan to the participants when
they reach age 65.

The following table sets forth, for the final average yearly compensation
and years of credited service indicated, the total annual retirement benefits
payable under the Executive Retirement Plan, the Retirement Plan, the Benefit
Restoration Plan and the Ryder System Inc. Retirement Plan upon retirement at
age 65. These amounts also include benefits payable under Social Security. The
amounts marked with an asterisk (*) are calculated based upon the three percent
(3%) formula for the determination of the CEO's benefits.

PENSION PLAN TABLE

FINAL AVERAGE YEARS OF CREDITED SERVICE
ANNUAL COMPENSATION ----------------------------------
FOR THREE-YEAR PERIOD 15 20 25
--------------------- -------- -------- --------

$ 200,000........................................ $ 60,000 $ 80,000 $100,000
250,000........................................ 75,000 100,000 125,000
300,000........................................ 90,000 120,000 150,000
400,000........................................ 120,000 160,000 200,000
500,000........................................ 150,000 200,000 250,000
600,000........................................ 180,000 240,000 300,000
700,000........................................ 210,000 280,000 350,000
800,000........................................ 360,000* 400,000* 400,000
900,000........................................ 405,000* 450,000* 450,000
1,000,000........................................ 450,000* 500,000* 500,000
1,500,000........................................ 675,000* 750,000* 750,000

A participant's annual compensation generally includes the amounts set
forth in the "Salary" and "Bonus" columns of the Summary Compensation Table, and
so long as the participant does not terminate his or her employment voluntarily
or is not terminated for Cause (as defined in the Executive Retirement Plan),
also includes the value of restricted Common Stock that was awarded to a
participant, or if the participant does terminate his or her employment
voluntarily or is terminated for Cause (as defined in the Executive Retirement
Plan), then the value of restricted Common Stock that was awarded and that has
vested.

The estimated years of credited service under the Executive Retirement Plan
as of December 31, 2002, for the persons named in the Summary Compensation Table
are as follows: Mr. Fulchino, 6 years; Mr. Kienzle, 18.2 years; Mr. Komnenovich,
14.1 years; Mr. Murphy, 25.5 years; and Mr. Quinn, 8.7 years. Pursuant to the
terms of the Executive Retirement Plan, the years of credited service for Mr.
Fulchino set forth above equal two times the actual number of years of his
service.

The benefits as set forth in the table above are payable in the form of a
life only annuity with no survivor's benefits, however, benefits will be payable
under the Executive Retirement Plan in the form elected by the participant under
the Retirement Plan which includes several optional forms of joint and survivor
annuities and a ten years certain and life annuity.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative stockholder return on a share
of Common Stock versus the cumulative total return on the S&P 500 Stock Index
and the S&P 600 Aerospace & Defense Index. In the Company's proxy statement for
the 2002 Annual Meeting of Stockholders (the "2002 Proxy Statement"), the stock
performance graph compared the cumulative stockholder return on a share of
Common Stock to the cumulative total return on the S&P 500 Index and the S&P
SmallCap Aerospace/Defense Index. Since the 2002 Proxy Statement, Standard &
Poor's has discontinued the S&P SmallCap Aerospace/Defense Index and has
replaced it with the S&P 600 Aerospace & Defense Index. The comparison assumes
$100 was invested as of December 31, 1997 and all dividends were reinvested.

TOTAL SHAREHOLDER RETURNS

(GRAPH)

The chart above was plotted using the following data:

COMPANY/INDEX 31-DEC-97 31-DEC-98 31-DEC-99 31-DEC-00 31-DEC-01 31-DEC-02
------------- --------- --------- --------- --------- --------- ---------

Aviall, Inc. $100.00 $ 78.66 $ 54.81 $ 33.89 $ 50.55 $53.89
S&P 500 100.00 128.58 155.63 141.46 124.65 97.10
S&P 600 Aerospace & Defense 100.00 121.89 67.86 72.03 66.78 53.92

APPROVAL OF AN AMENDMENT
TO THE AVIALL, INC. AMENDED AND RESTATED 1998 DIRECTORS STOCK PLAN
(PROPOSAL NO. 2)

On March 27, 2003, the Board of Directors adopted, subject to approval by
the Company's stockholders, an amendment to the Directors Stock Plan. If the
proposed amendment is approved by the Company's stockholders at the Annual
Meeting, the following changes would be made to the Directors Stock Plan:

- the maximum number of shares of Common Stock that could be issued
pursuant to option grants to each eligible director in any fiscal year
would increase from 3,000 shares of Common Stock to 5,000 shares of
Common Stock effective upon stockholder approval;

- the grant date for the issuance of shares of restricted Common Stock and
options would change from the first New York Stock Exchange trading day
in July of each calendar year to the first New York Stock Exchange
trading day in February of each calendar year effective as of January
2004;

- the vesting date for grants of shares of restricted Common Stock would
change from the six-month anniversary of the grant date to the
eleven-month anniversary of the grant date effective as of January 2004;
and

- the earliest date at which options could be exercised would change from
the six-month anniversary of the grant date to the eleven-month
anniversary of the grant date effective as of January 2004.

As of March 31, 2003, 247,500 shares of Common Stock were authorized for
issuance under the Directors Stock Plan, of which an aggregate of 128,251 shares
have been issued or are issuable upon the exercise of outstanding options,
leaving 119,249 shares currently available for issuance under the Directors
Stock Plan.

The Board of Directors believes that it is in the best interests of the
Company to attract and retain experienced and knowledgeable directors. The
Directors Stock Plan is designed to provide an incentive to the Company's
directors and is intended to align their interests with those of the Company's
stockholders. In order for the Directors Stock Plan to continue to serve its
purposes, the Board of Directors has determined that an increase in the number
of shares of Common Stock that can be issued pursuant to the option grants is
necessary and in the best interests of the Company's stockholders. In addition,
the Board of Directors believes it is in the best interests of the Company to
change the grant date to February to coincide with the date that options and
restricted Common Stock are issued to the Company's employees, including the
executive officers.

DIRECTORS STOCK PLAN SUMMARY

GENERAL. The Directors Stock Plan was approved by the Company's
stockholders at the 1998 Annual Meeting of Stockholders. The Directors Stock
Plan affords the Company the ability to attract and retain persons of
outstanding competence to serve as members of the Board of Directors of the
Company and to provide a direct link between director compensation and
stockholder value. The Directors Stock Plan permits the Board of Directors, at
the eligible non-employee director's election, to grant shares of Common Stock
in lieu of payment of an annual retainer fee to the non-employee director and to
grant options exercisable for shares of Common Stock ("Option Rights") to a
non-employee director who is eligible to participate in the Directors Stock
Plan.

SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE. The number of shares of
Common Stock that may be granted under the Directors Stock Plan, in the form of
shares of Common Stock or options exercisable for shares of Common Stock, may
not exceed 247,500 shares of Common Stock (subject to adjustment as provided in
the Directors Stock Plan). Shares of Common Stock granted pursuant to the
Directors Stock Plan may be either authorized, but unissued, shares, reacquired
shares or both.

ELIGIBILITY. Members of the Board of Directors who are not employees of
the Company or any of its subsidiaries at the time of a grant are eligible to
participate in the Directors Stock Plan. A director who is an employee and who
retires or resigns from employment with the Company or any of its subsidiaries,
but
21

remains a director, is eligible to participate in the Directors Stock Plan at
the time of such termination of employment. A director who is eligible to
participate in the Directors Stock Plan may elect to participate in the plan and
receive grants of Common Stock of the Company, in lieu of his annual retainer
for service as a director of the Company, by delivering a written notice to such
effect to the Board of Directors or to any committee authorized by the Board of
Directors to administer the Directors Stock Plan. An election to participate in
the Directors Stock Plan must be made at least six months prior to the date of
any grant under the plan and shall remain in effect until revoked in writing by
the participating director.

STOCK GRANTS. Currently, under the Directors Stock Plan, each eligible
director that has elected to participate in the plan shall receive an annual
grant of shares of Common Stock on the first New York Stock Exchange trading day
in July equal to the number of whole shares that can be purchased for $30,000
(referred to as the "Share Value") based on the mean of the highest and the
lowest sale price for the Common Stock on the grant date as reported on the New
York Stock Exchange. The Share Value will automatically adjust to reflect
increases or decreases in the annual retainer paid to the directors so that the
current ratio between the annual retainer and the Share Value is maintained. If
the proposed amendment is approved by the Company's stockholders, the annual
grant of shares of Common Stock would occur on the first New York Stock Exchange
trading day in February.

A director who receives a grant of shares of Common Stock pursuant to the
Directors Stock Plan is entitled to receive dividends on, and to vote, such
shares. A director's ownership rights in such shares do not vest until six
months after the date of grant and then only if the director has continuously
served on the Board of Directors during such six-month period. However, a
participating director who leaves the Board of Directors following the
completion of the term of service for which he was elected, but prior to the end
of such six-month period, or whose service during such six-month period was
interrupted due to death or disability, will be vested in a pro rata number of
such shares based upon the six-month period. If the proposed amendment is
approved by the Company's stockholder, a director's ownership rights in such
shares would not vest until eleven months after the date of grant, and then
subject to the director's continuous service on the Board of Directors during
such eleven-month period. In addition, if the director leaves the Board of
Directors prior to the end of the eleven-month period, or if his or her service
during the eleven-month period is interrupted due to death or disability, the
director will be vested in a pro rata number of such shares based upon the
portion of the eleven-month period that had elapsed prior to the interruption of
his service. In the event of a Change of Control (as defined in the Directors
Stock Plan), all shares previously granted to participating directors shall
immediately vest.

Any shares of Common Stock granted in lieu of receipt of the annual
retainer may not be assigned, transferred, pledged, hypothecated or otherwise
disposed of (i) before the shares have vested and (ii) until six months after
the termination of the director's service to the Board of Directors.

OPTION RIGHTS. Currently, the Board of Directors may, from time to time
and upon such terms and conditions as it may determine, grant Option Rights on
the first New York Stock Exchange trading day in July to any director who is
eligible to participate in the Directors Stock Plan. If the proposed amendment
is approved by the Company's stockholders, the Option Rights would be granted on
the first New York Stock Exchange trading day in February effective as of
January 2004. Each such grant must specify a purchase price per share, payable
upon exercise, that is not less than the mean of the highest and the lowest sale
price for the Common Stock on the grant date as reported on the New York Stock
Exchange. Any grant of Option Rights shall expire not more than ten years from
the date of grant. The Board of Directors cannot grant to any one eligible
director Options Rights for more than 3,000 shares of Common Stock during any
fiscal year. If the proposed amendment is approved by the Company's
stockholders, the maximum number of shares of Common Stock that can be granted
pursuant to Option Rights to any one eligible director during any fiscal year
would increase from 3,000 shares of Common Stock to 5,000 shares of Common
Stock. If Proposal No. 2 is approved by the stockholders, such increase would be
effective immediately and the eligible directors could be granted Option Rights
for 5,000 shares of Common Stock on the first New York Stock Exchange trading
day in July of this year, and, thereafter, in February of each calendar year.

Any grant of Option Rights shall be exercisable in full on the date or
dates set forth in the agreement granting the Option Rights. Currently, such
exercise dates shall not be less than six months nor more than five years from
the date of grant, so long as the director has served continuously as a director
of the Company during such period. If the proposed amendment is approved by the
Company's stockholders, the exercise dates shall not be less than eleven months
nor more than five years from the date of grant, so long as the director has
served continuously as a director of the Company during such period. All
outstanding non-vested Option Rights shall become exercisable in full
immediately upon a Change in Control (as defined in the Directors Stock Plan).

In the event of the death or disability of the holder of any Option Rights,
each then outstanding Option Right shall become exercisable in full and may be
exercised at any time within one year after such death or disability, but in no
event after the Option Rights have expired. Currently, in the event of the
termination of service on the Board of Directors by a holder of Option Rights
other than by death or disability, the then outstanding Option Rights of such
holder may be exercised to the extent that they would be exercisable on the date
that is six months and one day after the date of such termination and shall
expire six months and one day after such termination, or on their stated
expiration date, whichever occurs first. If the proposed amendment is approved
by the Company's stockholders, in the event of the termination of service other
than by death or disability, the holder of Option Rights may exercise the Option
Rights to the extent they would be exercisable on the date that is eleven months
and one day after the date of termination, and the Option Rights shall expire
eleven months and one day after such termination, or on their expiration date,
whichever occurs first.

The exercise price of any Option Rights is payable (i) in cash or by check
acceptable to the Company; (ii) by the actual or constructive transfer to the
Company of shares of Common Stock which are owned by the exercising director for
a period of at least six months and having a value at the time of exercise equal
to the total exercise price of such option; or (iii) by a combination of the
foregoing payment methods. In addition, any grant of Option Rights may provide
for deferred payment of the exercise price of the option from the proceeds of
sale through a bank or broker of some or all of the shares to which such
exercise relates.

ADMINISTRATION AND AMENDMENTS. The Directors Stock Plan is to be
administered by the Board of Directors, except that the Board of Directors has
the authority under the Directors Stock Plan to delegate any or all of its
powers under the Directors Stock Plan to a duly authorized committee of the
Board of Directors. Under the direction of the Board of Directors, the
Compensation Committee is responsible for annually reviewing the terms of the
Directors Stock Plan and, if necessary, recommending changes to the Directors
Stock Plan to the Board of Directors.

The Board of Directors is authorized to interpret the Directors Stock Plan,
to prescribe, amend and rescind any rules and regulations relating to the
Directors Stock Plan, and to make all determinations necessary or advisable for
the administration of the Directors Stock Plan. The Board of Directors may, from
time to time, amend the Directors Stock Plan in any manner without further
approval of the stockholders, except where so required by the terms of the
Directors Stock Plan, applicable law or the rules and regulations of a national
securities exchange.

ADJUSTMENTS. The maximum number of shares of Common Stock reserved for
grants under the Directors Stock Plan, the maximum number of shares of Common
Stock that the Board of Directors can grant to any one eligible director during
any fiscal year, the number of shares of Common Stock covered by outstanding
Option Rights, and the exercise price and the kind of shares specified therein,
are subject to adjustment by the Board of Directors to reflect any stock split,
stock dividend, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or similar event.

PLAN BENEFITS

The Company cannot currently determine the number of shares of Common Stock
subject to options that may be granted in the future to its directors under the
Directors Stock Plan. The following table sets forth information with respect to
the stock options granted to the Company's directors (other than Mr. Fulchino

who is not eligible to participate in the Directors Stock Plan) under the
Directors Stock Plan as of March 14, 2003.

NUMBER OF SHARES
SUBJECT TO OPTIONS
GRANTED UNDER
NAME THE DIRECTORS STOCK PLAN
---- ------------------------

Peter J. Clare.............................................. --
Alberto F. Fernandez........................................ --
Allan M. Holt............................................... --
Donald R. Muzyka............................................ 6,000
Richard J. Schnieders....................................... 6,000
Jonathan M. Schofield....................................... 3,000
Arthur E. Wegner............................................ 6,000
Bruce N. Whitman............................................ 6,000

FEDERAL INCOME TAX CONSEQUENCES

The following is a brief summary of certain federal income tax consequences
relating to the transactions described under the Directors Stock Plan as set
forth below. This summary does not purport to address all aspects of federal
income taxation and does not describe state, local, or foreign tax consequences.
This discussion is based upon provisions of the Code, the Treasury Regulations,
and judicial and administrative interpretations under the Code and Treasury
Regulations, all as in effect as of the date hereof, and all of which are
subject to change (possibly on a retroactive basis) or different interpretation.

TAX CONSEQUENCES TO PARTICIPANTS

COMMON STOCK GRANTS. The recipient of a grant of shares of Common Stock
generally will be subject to tax at ordinary income rates on the excess, if any,
of the fair market value of the shares of Common Stock at such time as the
shares are no longer subject to forfeiture or restrictions on transfer for
purposes of Section 83 of the Code ("Restrictions"), over the amount paid, if
any, by the participant for such shares of Common Stock. However, a recipient
may make an election under Section 83(b) of the Code within 30 days of the date
of transfer of the shares of Common Stock to recognize ordinary income on the
date of transfer of the shares of Common Stock equal to the excess of the fair
market value of such shares (determined without regard to the Restrictions) over
the purchase price, if any, of such shares. If an election under Section 83(b)
of the Code has not been made, any dividends received with respect to shares of
Common Stock prior to the time those shares are no longer subject to forfeiture
or Restrictions generally will be treated as compensation that is taxable as
ordinary income to the participant. At the time of sale of such shares, any gain
or loss realized will be treated as either short-term or long-term capital gain
(or loss) depending on the holding period. For purposes of determining any gain
or loss realized, the recipient's tax basis will be the amount previously
taxable as ordinary income.

OPTION RIGHTS. In general, (i) no income will be recognized by an optionee
at the time an Option Right is granted; (ii) at the time of exercise of an
Option Right, ordinary income will be recognized by the optionee in an amount
equal to the excess, if any, of the fair market value of the Common Stock on the
date of exercise over the exercise price, if the Common Stock is unrestricted;
and (iii) at the time of sale of shares acquired pursuant to the exercise of an
Option Right, appreciation (or depreciation) in value of the shares after the
date of exercise will be treated as either short-term or long-term capital gain
(or loss) depending on the holding period. Such long-term capital gain may be
eligible for reduced rates if applicable holding period requirements are
satisfied.

TAX CONSEQUENCES TO THE COMPANY

To the extent that a participant recognizes ordinary income in the
circumstances described above, the Company will be entitled to a corresponding
deduction provided that, among other things, the income meets

the test of reasonableness, is an ordinary and necessary business expense and is
not an "excess parachute payment" within the meaning of Section 280G of the
Code.

OTHER TAX MATTERS

If a director's rights under the Directors Stock Plan are accelerated as a
result of a Change of Control and the director is a "disqualified individual"
under Section 280G of the Code, the value of any such accelerated rights
received by such director may be included in determining whether or not such
director has received an "excess parachute payment" under Section 280G of the
Code, which could result in (i) the imposition of a 20% Federal excise tax (in
addition to Federal income tax) payable by the director on the value of such
accelerated rights, and (ii) the loss by the Company of a compensation
deduction.

MARKET VALUE OF THE SECURITIES

As of April 25, 2003, the market value of the Common Stock was $7.57 per
share, based on the closing price of the Common Stock on the New York Stock
Exchange on April 25, 2003.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE DIRECTORS STOCK PLAN.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2002 with
respect to compensation plans under which shares of Common Stock may be issued:

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES WEIGHTED AVERAGE FUTURE ISSUANCE UNDER
TO BE ISSUED UPON EXERCISE EXERCISE PRICE EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OF OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN THE FIRST COLUMN)
------------- -------------------------- ----------------------- -------------------------------

Equity compensation plans
approved by security
holders..................... 2,770,126 $9.1130 1,254,741
Equity compensation plans not
approved by security
holders..................... 500,000(1) 7.3125 --
Total......................... 3,270,126 8.8377 1,254,741

---------------

(1) Pursuant to Mr. Fulchino's employment agreement dated December 21, 1999, the
Company granted options to Mr. Fulchino to purchase 500,000 shares of Common
Stock at an exercise price of $7.3125 per share, the fair market value of
the Common Stock on the date of grant. The option grant to Mr. Fulchino was
not required to be, and was not approved by, the Company's security holders.
The option grant expires on December 21, 2009, and the options are fully
vested.

AUDIT COMMITTEE REPORT

This report regarding the duties performed by the Audit Committee during
the Company's fiscal year ended December 31, 2002, is being submitted by the
members of the Audit Committee during 2002. In December 2002, the Board of
Directors adopted a revised Audit Committee Charter that is attached as Appendix
I to this Proxy Statement and the Board of Directors changed the members of the
Audit Committee. During 2002, the members of the Audit Committee were Messrs.
Schnieders (Chairman), Clare, Holt, Schofield, Wegner, Whitman and Dr. Muzyka,
all of whom are outside directors and not officers or employees of the Company
or its subsidiaries. The current members of the Audit Committee are Messrs.
Wegner (Chairman), Fernandez and Dr. Muzyka, all of whom are outside directors
and not officers or employees of the Company or its subsidiaries. The Board of
Directors has determined that all members of the Audit Committee in 2002 and the
current members of the Audit Committee meet the independence and experience
requirements of the New York Stock Exchange, the rules and regulations of the
SEC and the Company's Corporate Governance Guidelines.

During 2002, the Audit Committee reviewed with the Company's senior
internal auditing executive the plans for, and the scope of, ongoing internal
audit activities, as well as any recommendations made by PricewaterhouseCoopers
LLP, the Company's independent auditors, relating to the internal audit
function. The Audit Committee also reviewed with the Company's senior internal
auditing executive the adequacy of the Company's internal accounting controls
and the policies, procedures and internal auditing function. The Audit Committee
has discussed with the Company's senior financial management the Company's
audited consolidated financial statements, including a discussion of the
selection, application and disclosure of the Company's critical accounting
policies, as well as the reasonableness of significant judgments and the general
clarity of disclosures in the Company's audited consolidated financial
statements. The Audit Committee received from the Company's senior financial
management representations that the Company's audited consolidated financial
statements have been prepared in conformity with generally accepted accounting
principles, that the Company has not utilized special purpose entities for the
purpose of facilitating off-balance sheet financing activities and that the
Company has not engaged in related party transactions that have not been
adequately disclosed.

The Audit Committee has reviewed with PricewaterhouseCoopers LLP its plans
for, and the scope of, its annual audit and other examinations. The Audit
Committee has also discussed with PricewaterhouseCoopers LLP the matters
required to be discussed by Statement on Auditing Standards No. 61, as amended
by Statement on Auditing Standards No. 90 (Communications with Audit
Committees). The Audit Committee has reviewed with PricewaterhouseCoopers LLP
the Company's audited consolidated financial statements, including a discussion
of the selection, application and disclosure of the Company's critical
accounting policies, as well as the reasonableness of significant judgments and
the general clarity of disclosures in the Company's audited consolidated
financial statements. The Audit Committee has confirmed with
PricewaterhouseCoopers LLP that the audit of the Company's consolidated
financial statements has been performed in accordance with generally accepted
auditing standards, that no material disagreements have occurred with the
Company's senior financial management, that, to its knowledge, the Company has
not utilized special purpose entities for the purpose of facilitating
off-balance sheet financing activities and that, to its knowledge, the Company
has not engaged in related party transactions that have not been adequately
disclosed.

The Audit Committee has also discussed with PricewaterhouseCoopers LLP
whether its provision of non-audit services has impaired its objectivity and
independence in auditing the Company's consolidated financial statements.
Further, the Audit Committee has discussed with PricewaterhouseCoopers LLP
whether it considers itself independent, and PricewaterhouseCoopers LLP has
provided the Audit Committee with the letter required by Independence Standards
Board No. 1 (Independence Discussions with Audit Committees). Based on these
discussions and this letter, the Audit Committee has satisfied itself of the
independence of PricewaterhouseCoopers LLP.

In reliance on the foregoing reviews and discussions, the representations
of the Company's senior financial management and the letter required by
Independence Standards Board No. 1 (Independence Discussions with Audit
Committees) provided by PricewaterhouseCoopers LLP, the Audit Committee has
recommended to the Board of Directors that PricewaterhouseCoopers LLP be
appointed as the Company's independent auditors for its fiscal year ending
December 31, 2003 and that the Company's audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 for filing with the SEC.

Submitted by the members of the Audit Committee of the Board of Directors.

Richard J. Schnieders Peter J. Clare Allan M. Holt Donald R. Muzyka
Chairman

Jonathan M. Schofield Arthur E. Wegner Bruce N. Whitman

FEES BILLED TO AVIALL BY PRICEWATERHOUSECOOPERS LLP

AUDIT FEES. Fees for audit services totaled $450,616 in 2002 and $477,215
in 2001. Audit fees in 2002 include fees associated with the annual audit and
the reviews of the Company's quarterly reports on Form 10-Q. Audit fees in 2001
include fees associated with the annual audit, the reviews of the Company's
quarterly reports on Form 10-Q and the abandoned private debt offering.

AUDIT-RELATED FEES. Fees for audit-related services totaled $136,200 in
2002 and $198,000 in 2001. Audit-related services in 2002 principally include
audits of employee benefit plans and accounting consultations. Audit-related
services in 2001 principally include audits of employee benefit plans,
transaction related support and accounting consultations.

TAX. Fees for tax services, including tax compliance, tax advice and tax
planning, totaled $640,555 in 2002 and $817,380 in 2001.

ALL OTHER FEES. Fees for all other services not described above totaled
$8,500 in 2002 and $8,500 in 2001, principally including advisory services
related to workers compensation.

Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. In recognition of this responsibility, the
Audit Committee pre-approves all audit and permissible non-audit services
provided by the independent auditor.

The Audit Committee considered whether the provision of all other services
by PricewaterhouseCoopers LLP is compatible with maintaining
PricewaterhouseCoopers LLP's independence with respect to the Company.

One or more representatives of PricewaterhouseCoopers LLP will be present
at the Annual Meeting to answer your questions and will have the opportunity to
make a statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who are beneficial
owners of more than 10% of the Common Stock to file with the SEC initial reports
of ownership and reports of changes in ownership of shares of Common Stock
beneficially owned by them. Directors, executive officers and beneficial owners
of more than 10% of the Common Stock are also required to furnish the Company
with copies of all Section 16(a) reports that they file with the SEC.

To the Company's knowledge, based solely upon a review of copies of such
reports furnished to the Company or written representations from certain
reporting persons, during the year ended December 31, 2002, all Section 16(a)
filing requirements applicable to the directors, executive officers and greater
than 10% stockholders were complied with by such persons.

ANNUAL REPORT

The Company's Annual Report to Stockholders for the year ended December 31,
2002 is being mailed to stockholders of record May 6, 2003, together with this
Proxy Statement. Additional copies may be obtained by written request to the
address indicated below. The Annual Report is not part of the proxy solicitation
materials.

UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER, THE COMPANY WILL FURNISH,
WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE SEC.
IF YOU WOULD LIKE A COPY OF THIS ANNUAL REPORT ON FORM 10-K, PLEASE SEND A
WRITTEN REQUEST TO THE COMPANY AT 2750 REGENT BOULEVARD, DFW AIRPORT, TEXAS
75261, ATTENTION: SHAREHOLDER SERVICES OR PLEASE CALL (972)-586-1000.

SUBMISSION OF STOCKHOLDER PROPOSALS FOR
THE COMPANY'S 2004 ANNUAL MEETING OF STOCKHOLDERS

Pursuant to regulations of the SEC, in order to be included in the
Company's Proxy Statement for its 2004 Annual Meeting of Stockholders,
stockholder proposals must be received at the Company's principal offices, 2750
Regent Boulevard, DFW Airport, Texas 75261, Attention: Secretary, no later than
December 31, 2003 and must comply with additional requirements established by
the SEC. In addition, the Company's Amended and Restated By-Laws provide that
any stockholder who desires either to bring a stockholder proposal before an
annual meeting of stockholders or to present a nomination for director at an
annual meeting of stockholders must give advance notice to the Secretary of the
Company with respect to such proposal or nominee. The Company's Amended and
Restated By-Laws generally require that written notice be delivered to the
Secretary of the Company at the Company's principal offices not less than 70
days nor more than 90 days prior to the anniversary of the preceding year's
annual meeting of stockholders and contain certain information regarding the
stockholder desiring to present a proposal or make a nomination and, in the case
of a nomination, information regarding the proposed director nominee. For the
2004 Annual Meeting of Stockholders, the Secretary of the Company must receive
written notice on or after March 28, 2004 and on or before April 17, 2004. A
copy of the Company's Amended and Restated By-Laws is available upon request
from the Secretary of the Company.

AVIALL, INC.

/s/ JEFFREY J. MURPHY
Jeffrey J. Murphy
Senior Vice President, Law and Human
Resources, Secretary and General
Counsel

Dallas, Texas
April 30, 2003

APPENDIX I

AVIALL, INC.
AUDIT COMMITTEE CHARTER

I. PURPOSE OF THE COMMITTEE

The Committee will assist the Board in fulfilling the Board's oversight
responsibilities relating to reviewing and monitoring the Company's financial
statements and accounting policies, as well as such other matters as may from
time to time be specifically delegated to the Committee by the Board.
Specifically, the Committee will assist the Board in monitoring (1) the
integrity of the Company's financial statements, (2) the Company's compliance
with legal and regulatory requirements, (3) the independent auditor's
qualifications and independence and (4) the performance of the Company's
internal audit function and independent auditor.

While the Committee has the powers and responsibilities set forth in this
Charter and the Company's Restated Certificate of Incorporation, it is not the
responsibility of the Committee to plan or conduct audits or to determine that
the Company's financial statements are complete and accurate or are in
compliance with generally accepted accounting principles, which is the
responsibility of management and the independent auditor. Likewise, it is not
the responsibility of the Committee to assure compliance with laws or the
Company's corporate compliance program or code of ethics.

II. COMPOSITION OF THE COMMITTEE

MEMBERSHIP

The Committee will consist of at least three Board members. Each member of
the Committee must be independent of management and free from any relationship
with the Company that would interfere with the exercise of independent judgment
as a Committee member. In addition, each member of the Committee must meet the
independence and experience requirements of the New York Stock Exchange, any
applicable federal securities laws, including the rules and regulations of the
Securities and Exchange Commission and the Company's Corporate Governance
Guidelines. No member of the Committee may be an affiliated person of the
Company, as such term is defined under the rules and regulations of the
Securities and Exchange Commission, and no member of the Committee may accept
any consulting, advisory or other compensatory fee from the Company, other than
fees for serving on the Board or its committees.

Each member of the Committee must be financially literate or must become
financially literate within a reasonable period of time after appointment to the
Committee. The Board will determine, in its business judgment, whether a
director meets the financial literacy requirement.

At least one member of the Committee must be a "financial expert" to the
extent required and as defined by the rules and regulations of the Securities
and Exchange Commission.

The members of the Committee should not simultaneously serve on the audit
committee of more than two other public companies.

APPOINTMENT AND REMOVAL

In conjunction with the screening and nominating process defined in the
Nominating and Governance Committee Charter, the Board will appoint the members
of the Committee. The Board will appoint a Chairman of the Committee. The Board
may remove a Committee member from the membership of the Committee at any time
without cause.

COMPENSATION

The members of the Committee will not receive any direct or indirect
compensation from the Company, other than fees for serving on the Board or its
committees.
I-1

III. INDEPENDENT AUDITOR

The Committee will have sole authority to select, evaluate, and where
appropriate, replace the Company's independent auditor. The independent auditor
will report directly to the Committee and will be ultimately accountable to the
Committee.

IV. RESPONSIBILITIES OF THE COMMITTEE

1. SELECT INDEPENDENT AUDITOR

The Committee will select, evaluate and, where appropriate, replace the
independent auditor. The Committee (or a delegate of the committee) will approve
or pre-approve all audit engagements and all non-audit engagements (along with
the fees and terms thereof), other than minor exceptions to approval or pre-
approval as may be permitted by applicable law.

2. REVIEW OF INDEPENDENCE OF INDEPENDENT AUDITOR

In connection with selecting the firm to be retained as the Company's
independent auditors, the Committee will review the information provided by
management and the independent auditor relating to the independence of such
firm, including, among other things, information related to the non-audit
services provided and expected to be provided by the independent auditor.

The Committee will at least annually obtain and review a written report
prepared by the independent auditor describing:

(1) the independent auditor's internal quality control procedures;

(2) any material issues raised by the most recent internal quality
control review, or peer review, of the independent auditor, or by any
inquiry or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such issues;
and

(3) all relationships between the independent auditor and the Company
consistent with Independence Standards Board Standard No. 1.

The Committee will also be responsible for:

(1) actively engaging in dialogue with the independent auditor with
respect to any disclosed relationship or services that may impact the
objectivity and independence of the independent auditor;

(2) reviewing and evaluating the lead partner of the independent
auditor team;

(3) ensuring the rotation of the lead audit partner as required by
law;

(4) recommending to the Board policies for the Company's hiring of
employees or former employees of the independent auditor who participated
in any capacity in the audit of the Company; and

(5) recommending that the Board take appropriate action in response to
the independent auditor's report to satisfy itself of the independent
auditor's independence.

3. REVIEW AUDIT PLAN

The Committee will review with the independent auditor its plans for, and
the scope of, its annual audit and other examinations.

4. REVIEW CONDUCT OF AUDIT

The Committee will review with the independent auditor any significant
audit problems or difficulties and management's response to such problems or
difficulties and discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct of
the audit.

I-2

The Committee will discuss with the independent auditor any restrictions on
the scope of the independent auditor's activities or on access to requested
information, any accounting adjustments that were noted or proposed by the
independent auditor but that were not made for any reason, any communications
between the independent auditor's team assigned to the Company's audit and the
independent auditor's national office, and any "management" or "internal
control" letter issued, or proposed to be issued, by the independent auditor to
the Company.

5. REVIEW AUDIT RESULTS

The Committee will review with the independent auditor the report of their
annual audit, or proposed report of their annual audit, the accompanying
management letter, if any, their reviews of the Company's interim financial
statements conducted in accordance with Statement on Auditing Standards No. 71,
and the reports of the results of such other examinations independent of the
course of the independent auditor's normal audit procedures that the independent
auditor may from time to time undertake.

6. REVIEW ANNUAL FINANCIAL STATEMENTS

The Committee will review and discuss with management and the independent
auditor the Company's annual audited financial statements, including the
Company's disclosures under "Management's Discussion and Analysis of Financial
Condition and Results of Operations," prior to public release thereof.

The Committee will review the following:

(1) major issues regarding accounting principles and financial
statement presentations, including any significant changes in the Company's
selection or application of accounting principles, and major issues as to
the adequacy of the Company's internal controls and any special audit steps
adopted in light of material control deficiencies;

(2) analyses prepared by management and/or the independent auditor
setting forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial
statements;

(3) the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the Company.

(4) all critical accounting policies and practices to be used;

(5) all alternative treatments of the Company's financial information
within GAAP that have been discussed with management, the ramifications of
the use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditor; and

(6) all other material written communications between the independent
auditor and management, such as any management letter or schedule of
unadjusted differences.

7. REVIEW QUARTERLY FINANCIAL STATEMENTS

The Committee will review and discuss with management and the independent
auditor the Company's quarterly financial statements, including the Company's
disclosures under "Management's Discussion and Analysis of Financial Condition
and Results of Operations," prior to public release thereof.

8. REVIEW EARNINGS RELEASES AND GUIDANCE

The Committee will discuss with management the types of information to be
disclosed and the types of presentations to be made in earnings press releases.
The Chairman of the Committee will review and discuss earnings press releases
which will include paying particular attention to any use of "pro forma," or
"adjusted" non-GAAP information. Also, the Chairman of the Committee will review
and discuss financial information and earnings guidance provided to analysts and
rating agencies.

I-3

9. DISAGREEMENTS WITH MANAGEMENT

The Committee will resolve any disagreements between management and the
independent auditor regarding financial reporting.

10. DISCUSS RISK ASSESSMENT AND RISK MANAGEMENT

The Committee will discuss guidelines and policies to govern the process by
which risk assessment and risk management is undertaken by management. The
Committee will discuss the Company's major financial risk exposures and the
steps management has taken to monitor and control such exposures.

11. REVIEW INTERNAL AUDIT PLANS

The Committee will review with the senior internal auditing executive the
plans for and the scope of ongoing audit activities.

12. REVIEW INTERNAL AUDIT REPORTS

The Committee will review with the senior internal auditing executive the
annual report of the audit activities, examinations and results thereof of the
internal auditing department.

13. REVIEW SYSTEMS OF INTERNAL ACCOUNTING CONTROLS

The Committee will review with management, the independent auditor, the
senior internal auditing executive, the General Counsel and, if and to the
extent deemed appropriate by the Chairman of the Committee, members of their
respective staffs, the adequacy of the Company's internal accounting controls,
the Company's financial, auditing and accounting organizations and personnel and
the Company's policies and compliance procedures with respect to business
practices.

Beginning with the year ended December 31, 2003, the Committee will obtain
annually a written report from the independent auditor in which the independent
auditor attests to and reports on the assessment of the Company's internal
controls made by the Company's management.

14. REVIEW RECOMMENDATIONS OF INDEPENDENT AUDITOR

The Committee will review with the senior internal auditing executive
recommendations made by the independent auditors and the senior internal
auditing executive, as well as such other matters, if any, as such persons or
other officers of the Company may desire to bring to the attention of the
Committee.

15. REVIEW COMPLIANCE WITH SECURITIES EXCHANGE ACT OF 1934

The Committee will obtain assurance from the independent auditor that
Section 10A(b) of the Securities Exchange Act of 1934 has not been implicated.

16. REVIEW OTHER MATTERS

The Committee will review such other matters in relation to the accounting,
auditing and financial reporting practices and procedures of the Company as the
Committee may, in its own discretion, deem desirable in connection with the
review functions described above.

17. REGULATORY MATTERS

The Committee will review compliance with regulatory requirements that have
a material impact on the Company's operations.

I-4

18. CONFLICT OF INTERESTS

The Committee will review compliance with the Company's Code of Business
Conduct and Ethics and consider the grant of any waivers thereunder.

19. MAINTAIN PROCEDURES FOR RECEIPT OF CONFIDENTIAL INFORMATION

The Committee will maintain procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters.

V. CONSULTANT

The Committee will have the authority to retain, at such times and on such
terms as the Committee determines in its sole discretion and at the Company's
expense, outside legal, accounting or other consultants to advise and assist it
in complying with its responsibilities as set forth herein.

VI. MEETINGS OF THE COMMITTEE

The Committee will meet at least four times annually, or more frequently as
it may determine necessary, to comply with its responsibilities as set forth
herein. The Committee may request any officer or employee of the Company or the
Company's outside legal counsel or independent auditor to attend a meeting of
the Committee or to meet with any members of, or consultants to, the Committee.
The Chairman of the Committee will, in consultation with the other members of
the Committee, the Company's independent auditor and the appropriate officers of
the Company, be responsible for ensuring sufficient meetings of the Committee
are held and supervising the conduct thereof.

The Committee will meet periodically with management, the internal auditors
and the independent auditor in separate executive sessions to discuss any matter
that the Committee, management, the internal auditors or the independent auditor
believe should be discussed privately.

VII. ANNUAL PROXY REPORT

The Committee will prepare, with the assistance of management, the
independent auditor and outside legal counsel, the report required by the rules
of the Securities and Exchange Commission to be included in the Company's annual
proxy statement.

VIII. BOARD REPORTS

The Committee will report regularly to the Board and such report will
include any issues that arise with respect to the quality or integrity of the
Company's financial statements, the Company's compliance with legal or
regulatory requirements, the performance and independence of the Company's
independent auditor, or the performance of the internal audit function.

IX. COMMITTEE SELF-ASSESSMENT

The Committee will annually review the Committee's own performance, which
will include eliciting input from management, the Board and the Company's
General Counsel on the performance of the Committee. The Committee will report
the results of such self-assessment to the Board.

X. ANNUAL REVIEW OF CHARTER

The Committee will review and reassess, with the assistance of management,
the independent auditor and outside legal counsel, the adequacy of the
Committee's charter at least annually.

I-5

THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.

Regardless of whether you plan to attend the Annual Meeting of Stockholders, you
may be sure your shares are represented at the Annual Meeting by promptly
returning your proxy in the enclosed envelope, or voting by telephone or the
Internet by following the instructions on the reverse side.

DETACH HERE

PROXY

AVIALL, INC.

PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

The undersigned acknowledge(s) receipt of the Proxy Statement of Aviall,
Inc. relating to the 2003 Annual Meeting of Stockholders (the "Annual Meeting")
to be held at 11:00 a.m. (local time) on Thursday, June 26, 2003, at the Four
Seasons Resort and Club, 4150 N. MacArthur Boulevard, Irving, Texas 75038, and
hereby constitute(s) and appoint(s) Colin M. Cohen, Jacqueline K. Collier and
Jeffrey J. Murphy, attorneys and proxies of the undersigned, with full power of
substitution and resubstitution to each and with all the powers the undersigned
would possess if personally present, to vote for and in the name and place of
the undersigned all shares of Common Stock or Series D Preferred Stock of
Aviall, Inc. held or owned by the undersigned, or standing in the name of the
undersigned, at the Annual Meeting, or any adjournment or postponement thereof,
upon the matters referred to in the Proxy Statement for the Annual Meeting as
stated below and on the reverse side. The proxies are further authorized to
vote, in their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof. A majority of
said attorneys and proxies present and acting at the Annual Meeting (or if only
one shall be present and act, then that one) shall have, and may exercise, all
the powers of all said attorneys and proxies hereunder.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AVIALL,
INC. UNLESS OTHERWISE SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES OF THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE AND FOR
THE APPROVAL OF THE AMENDMENT TO THE AVIALL, INC. AMENDED AND RESTATED 1998
DIRECTORS STOCK PLAN. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS NO. 1 AND 2.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
----------- -----------

AVIALL, INC.
c/o EquiServe Trust Company N.A.
P.O. Box 8694
Edison, NJ 08818-8694

VOTER CONTROL NUMBER

--------------------------

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-INTERNET [GRAPHIC OF COMPUTER] VOTE-BY-TELEPHONE [GRAPHIC OF TELEPHONE]

1. LOG ON TO THE INTERNET AND GO TO 1. CALL TOLL-FREE 1-877-PRX-VOTE
HTTP://WWW.EPROXYVOTE.COM/AVL (1-877-779-8683)

2. ENTER YOUR VOTER CONTROL NUMBER OR 2. ENTER YOUR VOTER CONTROL NUMBER
LISTED ABOVE AND FOLLOW THE EASY LISTED ABOVE AND FOLLOW THE EASY
STEPS OUTLINED ON THE SECURED RECORDED INSTRUCTIONS.
WEBSITE.

IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.

DETACH HERE

[ ] PLEASE MARK
VOTES AS IN
THIS EXAMPLE

This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the election of the nominees of
the Board of Directors and FOR Proposal No. 2.

1. Election of three Directors to serve until Aviall, Inc.'s 2006 Annual
Meeting of Stockholders. NOMINEES: (01) Alberto F. Fernandez (02) Paul E.
Fulchino and (03) Arthur E. Wegner

FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES

[ ]

--------------------------------------
For nominees except as noted above.

2. Approval of the amendment to the Aviall, Inc. FOR AGAINST ABSTAIN
Amended and Restated 1998 Directors Stock Plan. [ ] [ ] [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

IMPORTANT: Whether or not you expect to attend
the meeting in person, please date, sign and
return this proxy. Please sign exactly as your
name appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such.

Signature: Date: Signature: Date:
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