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

A shareholder has advised the Company that he 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

RESOLVED: Shareholders request the Board of Directors adopt the following policy:

Proponent’s Supporting Statement

Boeing implemented the PVP in 1999 for over 100,000 non-represented employees. Although the difference between the Heritage Plans and the PVP is primarily one of benefit formula change, Boeing has resisted giving employees a choice at retirement or termination. We believe Boeing should allow such a choice, as we believe other companies like Kodak, 3M, Motorola, Delta Airlines, and AT&T have done.

By refusing to give all employees a choice, we believe Boeing is discouraging both new employees who are unlikely to benefit from the Heritage Plans, and many older employees, who may be disadvantaged by the PVP when compared to Heritage Plans benefits.

The Board of Directors response last year stated "Overall, the PVP provides a level of benefits that is very close to, and in some cases better than, the benefits provided by the prior plans." We believe in some cases, older, longer service high performance workers also do worse.

In 2003, Congressman Bernie Sanders (VT) introduced H.R. 1677, the Pension Benefits Protection Act, sponsored by 131 Members of Congress. This act would require companies that convert to cash balance plans to allow workers who are either at least 40 years old or have at least 10 years of service the choice to remain in the traditional defined benefit plan that was promised to them when they started working for their company. This legislation was endorsed by the AARP representing over 35 million Americans, and the AFL-CIO representing over 13 million American workers. The Boeing PVP, like more than 300 cash balance conversions has not yet received a determination from the IRS as to tax qualification status, in response to the Company's application for such determination in 1999. We are convinced Congress will eventually require companies to allow pension choice to affected employees as a condition of maintaining tax-qualified status.

Last year, this proposal received 61 million votes, almost 12 percent of votes cast. We believe a majority of employee-shareholders have supported and will continue to support this proposal. We believe adoption would result in a public relations, morale building, and long term net monetary advantage for Boeing to voluntary allow pension plan choice, instead of being forced to do so retroactively by Congress or the courts.

In their February 23, 1998 message to shareholders, Boeing said "A company, any company, is nothing more or less than the people who make it up." We still believe Boeing should "walk their talk" in pension issues.

Please encourage the Board of Directors to give a pension choice to those loyal employees who made the company famous and profitable:

Thank you for your support.

Board of Directors’ Response

The Board of Directors opposes this proposal because its approval and implementation would impose a significant and costly administrative burden on the Company and, more importantly, it would undermine the Company's ability to maintain a single pension plan as part of its total compensation and benefits packages for its nonunion salaried employees.

This is the fourth consecutive year that the proponent has submitted this proposal (or a similar variation thereof) for inclusion in the Company's proxy statement. On each prior occasion the proposal was defeated by over 87% of the votes cast. The Board of Directors believes that this rejection of the proposals reflects the shareholders' understanding of the Company's commitment to provide its employees with a total compensation and benefits package that is competitive and that helps the Company attract and retain the best performers. Management believes that the Pension Value Plan or PVP meets these criteria, and that the PVP's generous, carefully thought out transition measures have protected the transition-date workforce.

The Company designed its new pension plan, the PVP, to provide a single plan for the Company's tens of thousands of nonunion salaried employees. Before the PVP was implemented in 1999, these employees earned benefits under more than 20 different plans and formulas (the "Heritage Plans") that were sponsored by the "premerger" companies: Boeing, McDonnell Douglas and Rockwell. The PVP was designed to provide benefits that would be comparable to the benefits provided to current employees under the Heritage Plans and that would allow employees to earn future benefits under a single benefit formula. The Company did not adopt the PVP to reduce pensionrelated costs. On the contrary, the PVP increased the Company's pension liability substantially, as was disclosed in the 1998 Annual Report.

Under the PVP, employees earn a credit-based benefit or cash balance "account" that grows with benefit credits and interest credits each year. The PVP uses a progressive scale for benefit credits that increase with age, unlike some other cash balance plans that use a flat rate. Benefit credits equal a percentage of pay each year, ranging from 3% to 11%, depending on age. Interest credits are based on the 30-year Treasury bond yield, with a low of 5.25% and a high of 10%. Any benefit transferred from a Heritage Plan continues to grow in proportion to the employee's salary and is added to the credit-based benefit. Total benefits are converted into a monthly annuity. The PVP also provides a minimum benefit of $60/month times years of benefit service.

The Board of Directors understands that the subject of cash balance pension plans is not without controversy. However, the Board believes that the PVP is not subject to some of the criticisms of other cash-balance plans because it includes important features that are different from most other cash-balance pension plans. In addition to the features noted above,

• The PVP preserves all benefits earned under the Heritage Plans, and allows these benefits to continue growing in proportion to the employee's salary.

• Employees began earning new benefits under the PVP formula immediately upon the PVP's implementation rather than having a "wear-away" transition period before they could accrue any new benefits under the cash-balance plan.

• The PVP increases the percentage of pay that is credited to the employee's cash-balance "account" as the employee's age increases. Thus, notwithstanding the proponent's assertion that "older, longer service high performance workers also do worse," the PVP actually gives the Company's oldest employees nearly four times more benefit credits each year than their youngest counterparts receive.

This proposal's call for pension plan choice implicitly, and in the Board of Directors' view erroneously, suggests that the Company took away benefits when it changed from the Heritage Plans to the PVP. The Company believes, based on its analysis, that for most employees who were near retirement age or who had long service when the PVP took effect, there is little difference in projected retirement benefits. In fact, due to the PVP's unusual features and the extra costs associated with this change, the Company further believes (based on its analysis) that many employees' projected PVP benefits are in fact slightly higher than the projected benefits from the Heritage Plans.

All benefits that employees had already accrued under the Heritage Plans have been preserved, as required by federal pension law. Both federal pension law and the terms of the prior pension plans gave the Company the right to change its pension plans for the future, as long as it did not reduce the benefits employees had already accrued. Boeing exceeded its legal obligation to merely preserve accrued benefits by not only protecting all of the prior plans' accrued benefits, but by providing for the future growth of those benefits in proportion to employees' future salary growth, instead of merely freezing the prior accrued benefits.

This proposal's recommendation to permit employees "vested at time of conversion" a choice between the Heritage Plans, and the PVP would undermine a primary purpose of the PVP: to create a single, simplified plan for all salaried nonunion employees. The Company employs tens of thousands of nonunion employees. Large costs and significant administrative difficulties would be associated with maintaining numerous plans and benefit formulas, meeting the myriad federal regulations that apply to each plan, and offering and implementing employees' choices.

The Board of Directors is committed to the PVP because it believes the PVP better reflects the reality of today's marketplace, both in terms of employee career expectations and the competitiveness of the Company's total compensation programs. The Company will continually review its benefit plans and programs, making changes where appropriate. At this time, the Board is satisfied that the measures recommended by this proposal would be unnecessarily detrimental to the Company's pension and compensation programs.

The Board of Directors Unanimously Recommends
a Vote AGAINST Proposal 10.