The Board of Directors Unanimously Recommends
a Vote AGAINST This Proposal.

A shareholder has advised the Company that it intends to present the following resolution at the Annual Meeting. In accordance with the applicable proxy statement regulations, the proposed resolution and supporting statement, for which the Board of Directors and the Company accept no responsibility, are set forth below. Approval of this proposal would require the affirmative vote of a majority of the outstanding shares of Boeing stock present in person or by proxy and entitled to vote at the Annual Meeting.

Shareholder Resolution

Boeing shareholders recommend that our Board of Directors take steps necessary to reinstate simple majority vote on all issues that are submitted for shareholder vote to the fullest extent possible. This recommends deleting Boeing requirements for greater than a majority shareholder vote. It also recommends that any future action on this topic be put to shareholder vote-as a separate proposal.

Why return to simple majority vote?

1. Simple-majority resolutions won approval averaging 54% from shareholders at major companies in 1999 and 2000.
2. Boeing had 50 profitable years with simple-majority shareholder voting.
3. Simple-majority vote follows logically from the "pride" in Boeing's shareholder renaissance" cited in Boeing News.

     What advantage is there for good corporate governance that includes simple-majority vote?
A McKinsey & Co. survey shows that institutional investors are prepared to pay an 18% premium for good corporate governance. Wall Street Journal, June 19, 2000.

     Prevent Minority Stockholder Control.
The Proponent believes that frequently supermajority requirements are higher than the normal shareholder vote turn-out in an election, thus shareholder approval of certain items is all but impossible and a small minority of shareholders, as little as 1%, can enforce its will on the majority of shareholders.

     Current 75% Shareholder Vote Threshold
To clarify our management's 2001 argument to keep the current status quo and keep a 75% obstacle to shareholder change: Management said that Delaware law allowed a super-majority 75% requirement. Delaware law also allows companies by the same shareholder vote to change such provisions.

     Did this topic win a majority of independent yes-no votes in 2001?
It would be relevant to hear management's reply to the question of whether this proposal topic won a majority of the yes-no votes cast independently of our directors and executive officers in 2001. The reason to ask is that this topic won 48.4% of the yes-no votes cast. Our directors and officers, who opposed this topic, controlled 1.9% of Boeing stock according to the 2001 proxy. Shareholders who control 1.9% of the shares can change election results by 3.8%.

     Address Provisions that Could Be Harmful to Shareholders
Institutional Shareholder Services said that super-majority votes serve to lock in provisions that are harmful to shareholders. ISS said that super-majority may entrench management by preventing action that may benefit shareholders. ISS Proxy Analysis, Maytag Corp., April 27, 1999.

In the interest of shareholder value vote yes:
Recommend Simple Majority Vote
This Topic Won 48.4% of the Yes-No Vote in 2001
YES ON 11

Board of Directors' Response

The proposal purports to require that matters be subject to a "simple majority vote on all issues" without regard to the role of the Board of Directors. The Company could not, without violating Delaware law which governs the Company, permit adoption of any resolution by "simple majority vote" where such action is prohibited by law in the absence of a prior approval and recommendation by the Board of Directors. The proponent is mistaken in asserting that Boeing should return to a rule it never had.

Delaware law provides that most proposals submitted to a vote of the Company's shareholders require a vote of a majority of the shares present and eligible to vote at the meeting, whether in person or by proxy. This is apparently what the proponent is referring to as a "simple majority vote." A greater voting requirement, of at least a majority of the outstanding shares entitled to vote (which would be more than just the shares present and eligible to vote at a meeting) is imposed for certain fundamental corporate actions, such as amending the certificate of incorporation, approving certain mergers, selling substantially all the assets or dissolving the corporation. The proposal cannot reduce this voting requirement to a "simple majority vote."

Delaware law also provides that certain matters presented to shareholders may be subject to a greater percentage vote standard if that standard is set forth in a company's certificate of incorporation. The Company's certificate of incorporation, which was approved by shareholder vote, provides that the vote of holders of at least 75% of the Company's outstanding shares must approve certain fundamental changes involving the Company. These include amendments to the by-laws or certificate of incorporation and significant transactions involving "interested shareholders," including mergers, sale of a significant proportion of assets and/or dissolution of the Company, unless disinterested directors make certain approvals or findings regarding the fairness of the transaction for all shareholders.

Contrary to the proponent's belief, these provisions are not inconsistent with shareholder's rights but are in fact designed to provide protection for all shareholders. The provisions are not intended to, and do not, preclude unsolicited, nonabusive offers to acquire the Company at a fair price. They are designed, instead, to encourage any potential acquirer to negotiate directly with the Board. This is desirable because the Company believes the Board is in the best position to evaluate the adequacy and fairness of proposed offers, to negotiate on behalf of all shareholders and to protect shareholders against abusive tactics during a takeover process. These provisions are also designed to protect all shareholders against self-interested actions by one or a few large shareholders. The proposal for a "simple majority vote on all issues" would eliminate these protections.

Proponent refers to the yes-no votes cast in 2001 independent of management. The vote of management shareholders cannot and should not be disregarded any more than the significant number of other shareholders who chose not to support this proposal. The test for passage of the proposal under Delaware law is not a plurality of the yes-no votes cast, as proponent suggests, but is the percentage of shares present and entitled to vote at the meeting. This requires inclusion of abstentions as well as yes and no votes in the total number of votes cast. Proponent's 2001 simple majority vote proposal received 47.39% of the shares present and entitled to vote at the meeting. If, as proponent suggests, this vote is calculated independent of management, that is management votes are disregarded and removed from the total of votes cast for, against, and abstaining, the proposal would not have received a majority of the vote in 2001.

Approval of the proposal would not automatically eliminate the super-majority voting provisions described above, as this proposal is only a recommendation. The proposed changes generally would require the affirmative vote of at least 75% of the Company's outstanding shares.

The Board of Directors Unanimously Recommends
a Vote AGAINST Proposal 11.