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Corporate Secretary/Shareholder Services

2009 Annual Meeting of Shareholders

Date/Time

Monday, April 27, 2009, 10:00 a.m., Central time. Registration will begin at 8:30 a.m. The Annual Meeting will begin at 10:00 a.m. and conclude at 12:00 p.m.

Place

The Field Museum, 1400 South Lake Shore Drive, Chicago, Illinois 60605-2496.

Agenda

  1. 1. Elect nine persons to the Board of Directors for one-year terms expiring in 2010.
  2. 2. Vote on a management proposal to approve an amendment to The Boeing Company 2003 Incentive Stock Plan.
  3. 3. Cast an advisory vote on the appointment of Deloitte & Touche LLP as independent auditor.
  4. 4. Vote on shareholder proposal on cumulative voting.
  5. 5. Vote on shareholder proposal on an advisory vote on named executive officer compensation.
  6. 6. Vote on shareholder proposal on health care principles.
  7. 7. Vote on shareholder proposal on disclosure of foreign military sales.
  8. 8. Vote on shareholder proposal on independent lead director.
  9. 9. Vote on shareholder proposal on future severance arrangements.
  10. 10. Vote on shareholder proposal on disclosure of political contributions.
  11. 11. Transact any other business properly brought before the meeting.

Record Date

You can vote if you were a shareholder at the close of business on February 27, 2009.

Meeting Admission

Registered Shareholders. An admission ticket is attached to your proxy card. If you received proxy materials via the Internet, you may print an admission ticket from the Internet Voting Site. Please bring the admission ticket with you to the meeting.

Beneficial Shareholders. Shareholders whose stock is held by a broker or bank (often referred to as "holding in street name") should come to the beneficial shareholders table. In order to be admitted, beneficial shareholders must bring account statements or letters from their brokers or banks showing that they owned Boeing stock as of February 27, 2009. In order to vote at the meeting, beneficial shareholders must bring legal proxies, which they can obtain only from their brokers or banks.

In all cases, shareholders must bring photo identification to the meeting for admission.

Voting by Proxy

Registered Shareholders and Participants in Savings Plans. Please vote:

  1. 1. By Toll-Free Telephone: Call l-800-652-VOTE (8683) to vote by phone;
  2. 2. By Internet: Go to the Internet Voting Site at www.envisionreports.com/ba to vote on the Internet; or
  3. 3. By Mail: Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope. Any proxy may be revoked at any time prior to its exercise at the meeting.

Beneficial Shareholders. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 27, 2009.

This Proxy Statement and the 2008 Annual Report are available at: www.edocumentview.com/ba