BOARD OF DIRECTORS COMPENSATION COMMITTEE CHARTER

1. Members. The Board of Directors (the "Board") of Ducommun Incorporated (the "Company") shall appoint a Compensation Committee of at least three members, consisting entirely of independent directors, and will designate one member as chairperson. Members of the Compensation Committee are appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee. For purposes hereof, an "independent" director is a director who meets the New York Stock Exchange definition of "independence," as determined by the Board. Additionally, members of the Compensation Committee must qualify as "nonemployee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.

2. Purpose, Duties, and Responsibilities. The purpose, duties and responsibilities of the Compensation Committee will be to:

(a) Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer ("CEO"), evaluate the CEO's performance in light of those goals and objectives, and either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation.

(b) Administer and make recommendations to the Board with respect to non-CEO compensation and the Company's incentive-compensation and equity-based compensation plans.

(c) Determine and approve the compensation of other senior executive officers based upon the recommendation of the CEO.

(d) Approve stock option and other stock incentive awards.

(e) Review and approve the design of any pension, deferred compensation and other retirement benefit plans pertaining to senior executive officers.

(f) Review and recommend employment agreements and severance arrangements for senior executive officers, including change-in-control provisions, plans or agreements.

(g) In collaboration with the Corporate Governance and Nominating Committee, oversee the evaluation of management of the Company.

(h) Annually evaluate the performance of the Compensation Committee and the adequacy of the Committee's charter.

(i) Produce a Compensation Committee report on executive compensation as required by the Securities and Exchange Commission (the "SEC") to be included in the Company's annual proxy statement filed with the SEC.

3. Outside advisors. The Compensation Committee will have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the Committee in the evaluation of director, CEO or senior executive compensation, and to approve the consultant's fees and other retention terms.

4. Meetings. The Compensation Committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Compensation Committee determines. The majority of the members of the Compensation Committee constitutes a quorum. The Compensation Committee shall report regularly to the full Board with respect to its meetings.

ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 25, 2004.

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