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

Shareholder Input Regarding Golden Parachutes

RESOLVED: Shareholders request that our Board of Directors seek shareholder approval for future golden parachutes for senior executives. This applies to benefits exceeding 200% of the sum of the executive's base salary plus bonus. Future golden parachutes include agreements renewing, modifying or extending existing severance agreements or employment agreements with golden parachute or severance provisions.

This includes that golden parachutes not be given for a change in control or merger which is approved but not completed. Or for executives who transfer to the successor company. This proposal would include to the fullest extent each golden parachute that our Board has or will have the power to grant or modify.

Because it may not always be practical to obtain prior shareholder approval, our company would have the flexibility under this proposal of seeking approval after the material terms of a golden parachute were agreed upon.

Proponent’s Supporting Statement

54% Shareholder Support

The 17 shareholder proposals voted on this topic in 2003 achieved an impressive 54% average supporting vote. (Investor Responsibility Research Center Corporate Governance Bulletin, June – Sept. 2003)

The potential magnitude of golden parachutes for executives was highlighted in the failed merger of Sprint (FON) with MCI WorldCom. Investor and media attention focused on the estimated $400 million payout to Sprint Chairman William Esrey. Almost $400 million would have come from the exercise of stock options that vested when the deal was approved by Sprint's shareholders.

Another example of questionable golden parachutes is the $150 million parachute payment to Northrop Grumman executives after the merger with Lockheed Martin fell apart.

I believe:

1. A change in control can be more likely if our executives do not maximize shareholder value.

2. Golden parachutes can allow our executives to walk away with millions even if shareholder value languishes during their tenure.

Independent Support for Shareholder Input on Golden Parachutes

Institutional investors recommend companies seek shareholder approval for golden parachutes. For instance the California Public Employees Retirement System (CalPERS) said, "shareholder proposals requesting submission of golden parachutes to shareholder vote will always be supported." Also, the Council of Institutional Investors supports shareholder approval if the golden parachute exceeds 200% of a senior executive's annual base salary.

Shareholder Input regarding Golden Parachutes
Yes on 8.

Board of Directors’ Response

The Board of Directors opposes this proposal because it believes that contractual arrangements which provide reasonable severance benefits for senior executives following a change in control of the Company can be an important and entirely appropriate element of an executive compensation program. Such arrangements are an important tool for the Company to recruit, retain and motivate executives and provide a means of ensuring the stability of the executive management team during mergers and reorganizations. This stability is in the best interests of all shareholders.

The Board of Directors, through its Compensation Committee, which is comprised solely of independent directors, sets executive compensation in a manner it believes to be in the best interests of the Company and its shareholders. Although the Company does not presently have employment or severance agreements with its executive officers, other than the Executive Layoff Benefit Plan described on page 30 of this proxy statement, the Board maintains that it is important for the Company to retain the flexibility to offer such arrangements in order to recruit and retain top executives.

Requiring prior shareholder approval of severance agreements is not in the best interests of the Company and its shareholders because the imposition of such a requirement would make it extremely difficult to implement in a timely manner compensation arrangements suited to particular situations. In addition, implementation of this proposal would be costly and disruptive. Boeing has nearly 800,000 shareholders. Calling a special meeting of shareholders to approve an agreement prior to signing with an executive is expensive. Unless the Company incurred the significant expense of a special meeting of shareholders, such arrangements could only be entered into once a year after approval at the annual meeting of shareholders or subject to a general pre-approval which might not be sufficient for all situations. The Company would, therefore, be unable to assure a potential senior executive that the agreement would be approved or ratified. As a result of this uncertainty, a candidate could not be sure of the terms of employment and would be more likely to accept a competing offer that provided final terms. Obtaining shareholder approval after the material terms are agreed upon, as suggested by the proponent, is simply impractical.

The Board of Directors believes that compensation arrangements with senior executives, including severance agreements, should continue to be the primary responsibility of the Board acting through its Compensation Committee, which is in the best position to assess appropriate and competitive compensation practices.

The Board of Directors Unanimously Recommends
a Vote AGAINST Proposal 8.