DECRANE AIRCRAFT HOLDINGS, INC.
                              INCENTIVE BONUS PLAN


         SECTION 1. PURPOSE. The purposes of the DeCrane Aircraft Holdings, Inc.
Incentive Bonus Plan are to promote the interests of DeCrane Aircraft Holdings,
Inc. (the "COMPANY") and its stockholders by motivating executive personnel and
other key employees of the Company and its Subsidiaries, as defined below; by
means of performance-related incentives to achieve specified performance goals.

         SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person. For purposes of this definition, the terms "control" (including
with correlative meanings, the terms "controlling", "controlled by" and "under
common control with"), when used with respect to any Person, means the
possession, directly or indirectly of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.

         "AWARD" means any opportunity to receive an Incentive Bonus.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means (i) dishonesty by a Participant that results in
substantial personal enrichment at the expense of the Company; (ii) willful
violations of a Participant's obligations to the Company (including under any
employment agreement between the Participant and the Company) which result in
material injury to the Company; (iii) a Participant's conviction of any felony
involving the personal dishonesty of the Participant; or (iv) a Participant's
chronic alcoholism or abuse of controlled substances.

         "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan. Until otherwise determined by the Board, the full Board
shall be the Committee under the Plan.

         "EMPLOYEE" means an employee of the Company or any Subsidiary.

         "INCENTIVE BONUS" means a cash bonus to be paid out of the Bonus Pool
established and as determined pursuant to Exhibit A hereto, which Exhibit A may
be revised from time to time by the Committee.



         "PARTICIPANT" means any Employee selected by the Committee to
participate in the Plan (and to the extent applicable, any heirs or legal
representatives thereof).

         "PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

         "PLAN" means this DeCrane Aircraft Holdings, Inc. Incentive Bonus Plan.

         "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other Persons
performing similar functions are at the time directly or indirectly owned by
such Person.

         SECTION 3.  ADMINISTRATION.

          (a) AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting the Company, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the
amount, terms and conditions of any Award; (iii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the Plan;
(iv) establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the
Plan; and (v) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.

          (b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any Subsidiary,
any Participant or beneficiary thereof, any shareholder and any Employee.

         SECTION 4. ELIGIBILITY. Any Employee, including any officer or
employee-director of the Company or any Subsidiary, shall be eligible to be
designated a Participant.

         SECTION 5.  INCENTIVE BONUS AWARDS.


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          (a) Each Participant shall be entitled to participation in the bonus
pool set forth in Exhibit A hereto to the extent and under terms and conditions
determined by the Committee.

          (b) Each Participant will be notified in writing at the time of his or
her approval as a Participant, of the amount and terms of such Participant's
Incentive Bonus opportunity.

          (c) Incentive Bonus payments, if any, will be made as soon as
practicable after the end of the year or period to which they relate and have
been calculated and approved by the Committee.

          (d) The Committee shall allocate Incentive Bonus Awards among the
Participants.

          (e) The senior executive officer of each company or business acquired
by the Company after the Effective Date shall be a Participant in the Plan, with
the amount and terms of such Participant's Incentive Bonus opportunity to be
determined by the Committee.

         SECTION 6. TERMINATION OF EMPLOYMENT. If a Participant dies, retires,
or otherwise terminates employment (except upon a termination for Cause by the
Company), a pro rata share of the Participant's award based on the period of
actual participation may, at the Committee's sole discretion, be paid to the
Participant after the end of the year if it would have become earned and payable
had the Participant's employment status not changed.

         SECTION 7.  AMENDMENT AND TERMINATION.

          (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time.

          (b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan and
applicable law, the Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights Participant or any
beneficiary thereof shall not to that extent be effective without the consent of
the affected Participant, holder or beneficiary.


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         SECTION 8.  GENERAL PROVISIONS.

          (a) NONTRANSFERABILITY. No Award shall be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a Participant.

          (b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or beneficiaries thereof.
The terms and conditions of Awards need not be the same with respect to each
recipient.

          (c) WITHHOLDING. The Company or any Subsidiary shall have the right
and is hereby authorized to withhold from any Incentive Bonus due or made under
any Award or under the Plan the amount of any applicable withholding taxes in
respect of an Incentive Bonus payment under an Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes.

          (d) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in
the Plan shall prevent the Company or any Subsidiary from adopting or continuing
in effect other compensation arrangements.

          (e) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ or
service of the Company or any Subsidiary. Further, the Company or an Subsidiary
may at any time dismiss a Participant from employment or service, free from any
liability or any claim under the Plan, unless otherwise expressly provided in
the Plan or in any Award Agreement.

          (f) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award shall be
determined in accordance with the laws of the State of Delaware.

          (g) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.


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          (h) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.

          (i) HEADINGS. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

         SECTION 9.  TERM OF THE PLAN.

          (a)   EFFECTIVE DATE. The Plan shall be effective as of January 1,
1999.

          (b) EXPIRATION DATE. The Board and the Committee's authority to grant
Awards under the Plan shall terminate on the fourth anniversary of the Plan's
effective date.


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