CORPORATE GOVERNANCE GUIDELINES

I. Board of Directors
The Board of Directors (the "Board") of Ducommun Incorporated (the "Company") is elected by the shareholders to oversee management and to represent the interests of the shareholders.

A. Functions
In addition to its general oversight of management, the specific functions that will be performed directly by the Board or through appropriate committees include the following:

1. Selecting, evaluating and setting the compensation of the Chief Executive Officer ("CEO") and overseeing CEO succession planning.

2. Providing counsel and oversight on the selection, evaluation, development and compensation of other senior managers.

3. Reviewing, approving, and monitoring fundamental financial and business strategies and major corporate actions.

4. Overseeing strategies to identify and mitigate major risks facing the Company.

5. Ensuring that processes are in place to provide assurance of compliance with applicable laws and the integrity of the Company's financial statements.

In fulfilling their functions, the Board and its committees have the right at any time to retain, at the Company's expense, independent financial, legal, and other advisors.

B. Qualifications and Tenure The Company endeavors to attract and retain directors with several essential characteristics including: (i) diverse expertise, business experience, sound judgment, and a record of accomplishment in areas relevant to the Company's business activities, (ii) unquestionable integrity, (iii) commitment to representing the interests of the Company's shareholders, (iv) willingness to devote sufficient time, energy, and attention to carrying out their duties and responsibilities effectively, and (v) willingness to serve on the Board for an extended period of time.

Directors generally will not be nominated for election after reaching age 73, although directors who reach age 73 during their term of office as a director are permitted to complete the term. Exceptions to the foregoing may be made at the discretion of the Board, based upon the recommendations of the Corporate Governance and Nominating Committee.

C. Independence At least a majority, and preferably two-thirds, of the Company's directors will be "independent" in accordance with standards required under applicable law and New York Stock Exchange ("NYSE") rules. Directors have an affirmative obligation to inform the Corporate Governance and Nominating Committee or the Board of any material changes in their circumstances or relationships that may affect their independence. The Board will review and determine each director's independence at least annually.

D. Stock Ownership
Within three years of first becoming a director, or for existing directors within three years of the adoption of these guidelines, each director is expected to own or control, directly or indirectly, at least 5,000 shares of common stock of the Company and to retain such invest-ment in the Company as long as he or she is a director. Exceptions to the stock ownership guideline may be approved from time to time by the Board to address individual circumstances.

E. Size and Selection Process
Consistent with the Company's certificate of incorporation, directors are elected by the shareholders at the Company's annual meeting. The Board, after considering the recommendations of the Corporate Governance and Nominating Committee, shall propose a slate of nominees to the shareowners for election to the Board. The Board also shall determine the size of the Board, consistent with the Company's bylaws, which the Board generally believes should be within the range of seven to nine. Between annual shareholder meetings, the Board may elect directors to serve until the next annual meeting.

F. Orientation and Continuing Education
Senior management is responsible for providing an orientation for new directors, and for periodically providing educational materials or briefing sessions for all directors on subjects that would assist them in effectively discharging their duties.

G. Self-Evaluation
The Corporate Governance and Nominating Committee will report annually to the Board its assessment of the effectiveness of the Board and its committees. This report will be discussed by the full Board.

H. Meetings and Compensation
The Board of Directors will meet as necessary, but generally at least five times a year, to review and discuss reports by management on the Company's performance and its plans and prospects, and to address issues facing the Company. Independent directors will hold periodic meetings without executive management present. Directors are expected to make all reason-able efforts to attend all Board meetings as well as all meetings of the committees on which they serve.

The Corporate Governance and Nominating Committee will meet at least annually to recommend Board candidates and to evaluate the compensation and benefits for nonemployee directors. In doing so, the Corporate Governance and Nominating Committee will ensure that the compensation and benefits fairly pay directors for their work, consistent with the Company's peer group of public companies, include an equity component to help align directors' interests with the long-term interests of shareholders, and are structured in a manner that is simple, transparent, and easy for shareholders to understand.

II Committees of the Board
A. Current Committees
The Board has established the following committees to assist the Board in discharging its responsibilities:

• Executive Committee
• Audit Committee
• Compensation Committee
• Corporate Governance and Nominating Committee

Charters for each committee are available from the Company and are posted on the Company's website. Each committee chairman, in consultation with the other committee members and the CEO, determines the frequency, length and agenda of the committee's meetings and reports the highlights of each meeting to the full Board.

B. Member Independence
Each member of the Audit, Compensation, and Corporate Governance and Nominating Committees shall be an independent director as described above. In addition, each member of the Audit Committee must not be a director, officer, partner, employee or greater than 5% shareholder of, or otherwise affiliated with, any firm that is a paid advisor, paid consultant or paid provider of other legal, financial, accounting or other professional services to the Company or any member of senior management or their immediate families.

C. Reporting Concerns to the Audit Committee
Anyone who has a concern about the Company's accounting, internal accounting controls or auditing matters, may communicate that concern to the Audit Committee, including the confidential, anonymous submission of concerns by employees of the Company regarding accounting and auditing matters. These communications may be submitted in writing, or reported by telephone, to the address and toll-free telephone number posted on the Company's website.

III. The Board and Senior Management
A. Succession Plan

The Board plans and oversees succession to the position of CEO and other senior management positions and is assisted in this process by the Compensation Committee, the Corporate Governance and Nominating Committee, and the CEO. The CEO periodically provides the Board and any designated advisor to the Board with an assessment of senior managers and their potential to succeed him or her, and also periodically provides an assessment of potential successors for other senior management positions.

B. Annual Compensation Review
The Compensation Committee annually approves the goals and objectives for compensating the CEO. The Committee evaluates the CEO's performance in light of these goals before setting the CEO's salary, bonus and other incentive and equity compensation. The Compensation Committee also annually evaluates the performance of the other members of senior management before approving their salary, bonus and other incentive and equity compensation; and approves the CEO's recommendations concerning the compensation structure and individual rewards for the Company's other officers.

C. Access to Employees

Nonemployee directors are encouraged to contact any employee at any time that they wish, with or without senior management present.

IV. Business Code of Conduct & Ethics
Directors, officers and employees are all required to comply with the Company's Code of Business Conduct and Ethics.

V. Periodic Review
The Company recognizes that corporate governance guidelines will continue to evolve as needed. The Corporate Governance and Nominating Committee will periodically review these corporate governance guidelines.

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

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