About ShareValue Trust

Period 6 Alert

Period 6 closed June 30, 2008 and based on the value of the Boeing common stock in the Investment Period, an award distribution will occur. The following communications and schedule apply:

• July 14 - BNN - announcing award distribution amount for a participant with maximum 48-months participation and schedule for cash and stock award distributions

• July 22 - BNN - announcing personalized statement available in TotalAccess to provide information on award. Residual cash award payments also made this date. Subsidiary organizations will provide similar information to their employees.

• July 31 - stock award accounts activated by Computershare.

About This Site

The information on this site is intended to provide you general information and describes certain highlights relative to the ShareValue Trust Plan. The official ShareValue Trust Plan document serves as the controlling document providing full details and governing provisions. Every effort has been taken to ensure accuracy in the information provided here. In the event of a conflict between the information here and the official ShareValue Trust Plan/Program document, the official Plan/Program document will control.

As a general note, the ShareValue Trust was designed to reward employees by providing them shares of Boeing Common Stock. Award distributions resulting in less than a full share is paid in cash. Additionally, employees on non-U.S. payrolls are paid in cash only.

Objectives of the ShareValue Trust

The objectives of the ShareValue Trust are to:

• Encourage everyone to work together to increase long-term shareholder value.
• Align employees' interests with those of our shareholders.
• Give employees a direct financial stake in the success of the company through a distribution of Boeing shares. Award distributions to international employees and beneficiaries of deceased employees are paid in cash.
• Help everyone grow in their knowledge of the business, what creates positive cash flow and what drives shareholder value.

How the ShareValue Trust (SVT) Is Set Up

ShareValue Trust (SVT) is an incentive plan that allows eligible participants to share in the success of their efforts to improve productivity and grow the business. By fully funding the trust from day one, The Company demonstrated its commitment to share with employees the success that they help create. ShareValue Trust is a 14-year irrevocable trust that Boeing created in July 1996, with an initial investment of $1 billion of Boeing stock. Later, $700 million of stock was added for the participation of eligible Boeing North America and pre-merger McDonnell Douglas employees. For Period 6, ShareValue Trust includes over 195,000 participants across the United States and in 70 countries (current employees, former employees, retirees, and beneficiaries of deceased employees).

Two Separate Funds and Seven Investment Periods

The ShareValue Trust investment is divided into two separate funds. Each fund has its own time period or four-year investment period for measuring the growth of its shares above a set threshold. The Boeing shares held by the trust are legally outstanding and receive dividends that are declared by the Company. During an investment period, the trust investment can grow in two ways:

• When the market value of the shares increases.
• When the number of shares increases as quarterly dividends on the existing shares are reinvested.

Each investment period overlaps another period by two years. Even though an investment period is four years long, the possibility of an award distribution is determined every two years when a period ends.

• Period 1 start date 7/1/1996, end date 6/30/1998 (2-years for first period)
• Period 2 start date 7/1/1996 end date 6/30/2000
• Period 3 start date 7/1/1998, end date 6/30/2002
• Period 4 start date 7/1/2000, end date 6/30/2004
• Period 5 start date 7/1/2002, end date 6/30/2006
• Period 6 start date 7/1/2004, end date 6/30/2008
• Period 7 start date 7/1/2006, end date 6/30/2010

For each investment period, the Threshold Amount is equal to the Initial Investment for that Investment Period increased and compounded by 3% per annum for each year of the Investment Period. The value of the Trust that exceeds 3 percent annual growth is distributed to eligible participants in the form of Boeing Common Stock (partial share values in cash). International employees receive cash in lieu of stock.

After an investment period ends, the fund's ending balance (minus any distributions) is used as the beginning balance for the fund starting the next four-year period. This continues the self-sustaining nature of the original investment and the overlapping pattern.

For additional information regarding distributions, refer to the About Award Distributions page.

 

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Glossary of Terms

Active Payroll	The status of an employee (non-executive) who is not on layoff and has not otherwise terminated employment with the company or a participating subsidiary and, unless otherwise required by law, shall not include the time during which an employee is on an approved leave of absence after the end of the third full calendar month of their leave.
Investment Period	The time period used to measure the increase in long-term shareholder value of the Boeing shares in the trust. Each period is four years long, except the first two-year period, and each period has its own fund.
Eligible Participant	All part-time and full-time employees (except interns, co-ops, flex force, temporary/casual employees), retired employees, and former employees of Boeing or participating subsidiary or participating union are eligible. Refer to the section on How Participation Works for additional information, including impact on participation of approved leave of absences and changes in employment. For example, someone who has terminated employment during one of the open investment period is eligible for a pro-rated award distribution.
Fair Market Value	The average of the high and low per share trading prices for the Boeing Common Stock as reported by the New York Stock Exchange trading for a single trading day. Also see Shareholder Value below.
Participating Subsidiary	A Boeing subsidiary that has been approved for participation in the ShareValue Trust through a formal approval process. To verify your subsidiary's participation, refer to the subsidiary listing on this Web site. Inclusion of the subsidiary does not necessarily mean that all employees are eligible--there are groups within the subsidiary that may be excluded such as those the subsidiary considers their executive management, etc.
Participating Union	Union-represented employees participate if their collective bargaining agreements include ShareValue Trust participation. To verify your union's participation, refer to the union listing on this web site.
Shareholder Value	The total stock market value of a company; a company's stock price multiplied by the total number of shares outstanding. For additional information on Boeing stock, several resources exist including online services, newspapers, New York Stock Exchange, and Boeing Investor Relations pages.