PROCEDURES FOR EMPLOYEE COMPLAINTS ABOUT ACCOUNTING AND AUDITING MATTERS

Any employee of Ducommun Incorporated or its subsidiaries (collectively, the "Company") may submit a good faith complaint regarding accounting or auditing matters without fear of dismissal or retaliation of any kind. The Audit Committee of the Board of Directors of the Company has established the following procedures for the receipt, retention and treatment of complaints by employees regarding accounting, internal accounting controls, or auditing matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters ("Accounting Matters").

Receipt of Employee Complaint
Employees with concerns regarding Accounting Matters may report their concerns, including on a confidential or anonymous basis, to Global Compliance Services (formerly Pinkerton Compliance Services) through a telephone hotline. The current telephone hotline number is (800) 735-1265. Employees will be immediately notified of any change in such telephone hotline number.

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints regarding Accounting Matters, including, without limitation, the following:

• Fraud or deliberate error in the preparation, evaluation, review or audit of any of the financial statements of the Company,
• Fraud or deliberate error in the recording and maintaining of financial records of the Company,
• Deficiencies in or noncompliance with the Company1s internal accounting controls,
• Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company, or
• Deviation from full and fair reporting of the Company1s financial condition or results of operations.

Treatment of Complaints
Upon receipt of a complaint, Global Compliance Services will determine whether the complaint actually pertains to Accounting Matters. If the complaint does not pertain to Accounting Matters, then the vice president of human resources of the Company will be notified of the complaint. If the complaint does pertain to Accounting Matters, then the chairman of the Audit Committee will be notified of the complaint. Complaints relating to Accounting Matters will be reviewed under the direction and oversight of the Audit Committee by the general counsel, the internal audit function or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

ADOPTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ON FEBRUARY 29, 2004.

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