Shareholder Resolution

RESOLVED: Boeing shareholders recommend the board adopt a shareholder advisory vote on the members of the audit committee.

The company generally nominates specific directors for the audit committee. This proposal recommends that shareholders cast a vote on the nominees.

Although the vote would be advisory, as a practical matter the vote would unquestionably have an impact on the committee's composition. It is reasonable to believe that the audit committee selection process would concentrate on the most qualified candidates and steer clear of any whose independence might be questioned.

Each nominee's qualifications are to be summarized in the proxy statement highlighting:

(1) The nominee's baseline financial literacy together with

(2) Any conflicts of interest that might cloud his or her independence.

We believe this proposal addresses the considerable attention currently devoted to corporate audit committees, flawed financial statements and dubious accounting treatments. Chairman Arthur Levitt of the Securities and Exchange Commission has continuing concerns about deficient year-end audits and aggressive accounting practices that enable companies to manage earnings and meet investment community expectations.

Responding to Chairman Levitt's concerns, the New York Stock Exchange and the National Association of Securities Dealers established The Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees. The Committee made a formal report that highlighted the importance of company audit committee members' independence and baseline financial literacy.

It is particularly important for Boeing to excel in an effective review of its cost accounting and audit procedures.

Vote yes for:

SHAREHOLDER VOTE ON AUDIT COMMITTEE MEMBERS
YES ON 8

Board of Directors' Response

This proposal is unnecessary because the Company already complies with the new Securities and Exchange Commission and New York Stock Exchange requirements.

In response to the Blue Ribbon Committee mentioned above, the NYSE adopted new rules for audit committees of listed companies. The rules require, first, that the Board of Directors adopt and approve a formal written charter for the audit committee that contains specified statements as to the committee's responsibilities.

Second, the NYSE rules require each company to maintain an audit committee that "shall consist of at least three directors, all of whom have no relationship to the company that may interfere with the exercise of their independence from management and the company" in addition to other criteria of independence.

Third, the new NYSE rules also require all audit committee members to be "financially literate" in the business judgment of the Board, or become so within a reasonable time after appointment.

The SEC also adopted new rules, which require

• a report of the audit committee to be included in a proxy statement once each year if directors are to be elected,

• disclosure in that report regarding whether the committee meets the requirements of the NYSE or other market on which its securities are traded, and

• publication of the audit committee's charter at least every third year in the company's proxy statement.

The Company's Audit Committee has had a charter for many years, and it has been revised to incorporate these new rules. The charter is published in this proxy statement as Appendix A. The Report of the Audit Committee confirms compliance with these rules.

The core issue raised by the proposal is the independence and competence of the members of the Audit Committee of the Board of Directors. This subject has been thoroughly studied and widely discussed. New rules have been adopted by the responsible regulatory bodies and the Company complies with them. This proposal is not needed.