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Notice of 2007 Annual Meeting of Shareholders and Proxy Statement

The 2006 Annual Report and the 2007 Proxy Statement are available as Adobe Acrobat files. If you do not have Acrobat Reader, it is available FREE from Adobe.

March 23, 2007

Dear Shareholder:

I am pleased to invite you to attend The Boeing Company's 2007 Annual Meeting of Shareholders, which will be held on Monday, April 30, 2007, beginning at 10:00 a.m., Central time, in Chicago, Illinois. We will meet at The Field Museum, which is located at 1400 South Lake Shore Drive in Chicago.

Activities at the Annual Meeting will be limited to the items of business listed in the Notice of Annual Meeting of Shareholders. The following items of business will be presented:

  1. 1. election of eleven directors;
  2. 2. advisory vote on the appointment of the Company's independent auditors; and
  3. 3. vote on nine shareholder proposals, if they are presented.

Your Board of Directors recommends a vote for the election of the nominees for director and approval of an advisory vote on the appointment of the Company's independent auditors. The Board recommends a vote against each of the shareholder proposals. We will also report on the activities of the Company. You will have an opportunity to submit questions or comments on matters of interest to shareholders generally.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, I urge you to complete the proxy card and return it promptly.

Very truly yours,
W. James McNerney, Jr.
Chairman of the Board, President and Chief Executive Officer