1996 Proxy Statement - Executive Compensation

EXECUTIVE COMPENSATION

The following table summarizes the annual and long-term compensation of the named executive officers for fiscal years 1995, 1994, and 1993. All numbers in the table are rounded to the nearest dollar or whole share. See the Compensation Committee Report on Executive Compensation.

Summary Compensation Table

Name and Principal Position	Year	Annual Compensation		Long-Term Compensation			All Other Compensation ($)⁽⁴⁾
		Salary($)	Bonus($)⁽¹⁾	Awards		Payouts
		Salary($)	Bonus($)⁽¹⁾	Restricted Stock ($)⁽²⁾	Securities Underlying Options(#)	LTIP Payouts($)⁽³⁾
Frank Shrontz	1995	$944,062	$712,000	$287,122	120,000		$85,289
Chairman of the	1994	844,828	600,000	149,194	31,875	$404,813	74,959
Board & CEO	1993	796,935	624,000	170,233	231,875⁽⁵⁾	218,426	66,669

Philip M. Condit	1995	558,622	373,800	150,739	57,883		47,249
President	1994	499,714	292,000	72,608	21,250	139,613	40,514
	1993	464,063	312,000	97,595	147,750⁽⁵⁾	79,765	35,782

Boyd E. Givan	1995	393,870	213,600	86,137	33,076		35,315
Senior Vice	1994	372,874	172,000	42,769	57,750⁽⁵⁾	131,325	31,102
President & CFO	1993	342,625	178,950	60,718	12,750	76,519	27,064

C. Gerald King	1995	374,330	206,800	82,946	29,548		33,049
Senior Vice	1994	333,143	168,000	41,774	57,750⁽⁵⁾	137,700	27,316
President- Pres., Defense & Space Group	1993	297,319	172,100	57,738	12,750	73,736	23,303

Ronald B. Woodard	1995	383,755	203,600	86,137	35,000		29,728
Senior Vice	1994	316,476	148,000	36,801	57,750⁽⁵⁾	71,400	22,592
President- Pres., Commercial Airplane Group	1993	213,410	130,200	49,543	12,750	38,955	11,110

^{Incentive compensation is based on performance in the
year shown but determined and paid the following year.

The amount reported for each officer for 1995 is the value of the
BSUs awarded on February 26, 1996. The number of BSUs awarded was the number
of shares that could be purchased with 30% of the officer's target incentive
award, adjusted for Company performance, using as the purchase price the Fair
Market Value of Boeing stock on that date, which was $82.00. (For a discussion of
target incentive awards, see the Compensation Committee Report on Executive Compensation.) In accordance with the SEC's proxy rules, the value of
those BSUs is shown here using the closing market price of Boeing stock on
February 26, 1996, which was $81.75. The amount reported for each officer for
1994 is the number of BSUs awarded to that officer on February 27, 1995,
multiplied by the closing market price of Boeing stock on that date. The amount
reported for each officer for 1993 is the number of executive investment
performance shares credited to that officer in 1993, under the Company's
Long-Term Incentive Program, multiplied by the closing market price of Boeing
stock on the date of the award.

BSUs earn dividends, which are reinvested in BSUs each quarter. BSUs vest and are
payable three years after the award. The officer may choose to receive for each
BSU one share of Boeing stock or cash equal to the Fair Market Value of one share
at the time of vesting. Performance shares earn dividend equivalents and interest
on dividend equivalents, payable after four years, when each performance share is
converted into one share of Boeing stock.

The following table shows (a) the total number of BSUs credited to each of the
named executive officers as of February 26, 1996, (b) the value of those BSUs,
based on the closing market price of Boeing stock on February 26, 1996, (c) the
total number of performance shares credited to each of the named executive
officers as of December 29, 1995, and (d) the value of those performance shares,
based on the closing market price of Boeing stock on December 29, 1995.

^{Number
of BSUs} ^{2/26/96 Value
of BSUs} ^{Number of
Performance Shares} ^{12/29/95 Value of
Performance Shares}
^{Frank Shrontz} ^6,775 ^$553,878 ^25,340 ^$1,986,023
^{Philip M. Condit} ^3,432 ^280,559 ^10,060 ^788,453
^{Boyd E. Givan} ^1,989 ^162,606 ^8,780 ^688,133
^{C. Gerald King} ^1,928 ^157,637 ^7,730 ^605,839
^{Ronald B. Woodard} ^1,859 ^151,935 ^4,160 ^326,040

^{The Long-Term Incentive Program is described in the Compensation Committee Report on Executive Compensation.}

The amount reported for each officer on the line for 1994 reflects the award
of performance-based performance shares (under the Long-Term Incentive Program)
by the Compensation Committee in 1995, for performance in the three-year period
ended December 31, 1994. The amount reported for each officer on the line for
1993 reflects the award of performance-based performance shares by the
Compensation Committee in 1994, for performance in the three-year period ended
December 31, 1993. The amount shown in each year is equal to the number of
performance-based performance shares awarded multiplied by the closing market
price of Boeing stock on the date of the award. The Compensation Committee is
expected to determine in August 1996 any awards of performance-based performance
shares with respect to the three-year period ended December 31, 1995.

Amounts of "All Other Compensation" are the sum of the
value of (a) dividend equivalents and interest on dividend equivalents on
performance shares under the Long-Term Incentive Program, (b) Company
contributions to the Company's Financial Security Plan, Supplemental Benefit
Plan, and Voluntary Investment Plan, and (c) premiums paid by the Company for
term life insurance for the benefit of the insured. The amounts described in (a),
(b), and (c) above, for the named executive officers, are as follows for 1995:

^(a) ^(b) ^(c)
^{Frank Shrontz} ^$28,185 ^$55,004 ^$2,100
^{Philip M. Condit} ^11,309 ^33,840 ^2,100
^{Boyd E. Givan} ^9,797 ^23,418 ^2,100
^{C. Gerald King} ^8,600 ^22,349 ^2,100
^{Ronald B. Woodard} ^4,615 ^23,013 ^2,100

Supplemental stock options were issued to Messrs. Shrontz and
Condit in December 1993 with an exercise price of $40.5625, and to Messrs. Givan,
King, and Woodard in February 1994, with an exercise price of $47.25. Each of
those prices was the Fair Market Value of Boeing stock on the date on which the
options were awarded. The options did not become exercisable until the closing
price of Boeing stock, as reported in The Wall Street Journal for the New
York Stock Exchange - Composite Transactions, averaged or exceeded specified
prices for 20 consecutive trading days. At $64 per share, 50% of each option
became exercisable, at $67, an additional 25% became exercisable, and at $70, the
remaining 25% became exercisable. The stock's price reached those levels on July
11, 1995, September 21, 1995, and November 21, 1995, respectively, and therefore
all the supplemental options became exercisable. The options expire in 1998. The
total number of shares that could be acquired by each officer through the
exercise of the supplemental options was as follows:

^{Frank Shrontz} ^200,000
^{Philip M. Condit} ^125,000
^{Boyd E. Givan} ^45,000
^{C. Gerald King} ^45,000
^{Ronald B. Woodard} ^45,000

Option Grants in Last Fiscal Year

Individual Grants
Name
Number of Securities Underlying Options Granted (#)⁽¹⁾
Percent of Total Options Granted to Employees in Fiscal Year
Exercise or Base Price ($/Sh)
Expiration Date
Potential Realizable Value at Assumed Rates of Stock Price Appreciation for Option Term ⁽²⁾
0$ ($) 5% ($) 10% ($)

F. Shrontz 120,000 4.19 $46.5000 2/27/05 $0 $3,509,232 $8,893,083
P.M. Condit 57,883 2.02 46.5000 2/27/05 0 1,692,707 4,289,653
B.E. Givan 33,076 1.15 46.5000 2/27/05 0 967,261 2,451,230
C.G. King 29,548 1.03 46.5000 2/27/05 0 864,090 2,189,773
R.B. Woodard 35,000 1.22 46.5000 2/27/95 0 1,023,526 2,593,816

Share price 46.5000 75.7436 120.6090

All optionees (more than 12,000 employees and retirees) 0 84,000,000 212,000,000
All shareholders(3) 0 9,975,000,000 25,278,000,000
Gain of all optionees as % of all shareholders 0 0.84% 0.84%

^{All options shown for the named executive officers were granted pursuant to the 1993
Incentive Stock Plan for Employees. The per share exercise price is the Fair
Market Value of Boeing stock (as defined in Compensation of Directors)
on the date of grant, and the
term of each option is ten years, subject to earlier termination in the event of
termination of employment. The options vest after one year's employment from the
date of the grant. As to each grant, 40% becomes exercisable after one year from
the date of grant, an additional 30% after three years, and the remaining 30%
after five years. The exercise price may be paid by cash or by delivery of shares
already owned. The schedule on which options become exercisable is subject to
acceleration for retirement, death, or disability after vesting.

Potential realizable values are based on assumed compound annual
appreciation rates specified by the Securities and Exchange Commission. These
increases in value are based on speculative assumptions and are not intended to
forecast possible future appreciation, if any, of the Company's stock price.

Each amount represents the increase in total market value of outstanding
Boeing stock consistent with the stock price appreciation assumptions above. On
the date on which these options were granted, February 27, 1995, there were
341,097,529 shares of stock outstanding.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values

^Name
Shares Acquired on Exercise (#)
Value Realized ($)⁽¹⁾
Number of Securities Underlying Unexercised Options/SARs at Fiscal Year-End (#)
Value of Unexercised In-the-Money Options/SARs at Fiscal Year-End ($)⁽²⁾
Exercisable Unexercisable Exercisable Unexercisable

Frank Shrontz 92,968 $3,333,999 550,057 177,376 $24,039,274 $5,858,258
Philip M. Condit 10,000 249,375 168,450 91,933 6,205,691 3,080,299
Boyd E. Givan 10,616 409,270 116,178 56,026 4,285,492 1,867,588
C. Gerald King 4,275 495,939 107,587 50,586 4,085,172 1,697,295
Ronald B. Woodard 13,950 287,475 58,062 49,888 1,809,695 1,628,862

^{The value realized is the difference between the Fair Market
Value of the underlying stock at the time of exercise and the exercise price.

Amounts are based on the Fair Market Value of Boeing stock on the last
trading day of the year, December 29, 1995, which was $78.375. There is no
guarantee that if and when these options are exercised they will have this value.

Pension Plan Table

The following table shows the estimated annual benefits payable to an employee,
assuming retirement on January 1, 1996, at age 65 after selected periods of
service, including amounts to be paid pursuant to the Employee Retirement Plan,
the Supplemental Benefit Plan, and the Supplemental Retirement Plan, based on
straight life annuity amounts. The plans also permit selection of a joint and
survivor annuity with reductions in the benefits shown. The benefits shown in the
table are not subject to any deduction for Social Security or other offset
amounts.

Years of Credited Service⁽¹⁾
Remuneration⁽²⁾ 15 20 25 30 35 40
$ 300,000 $ 65,600 $ 87,400 $109,300 $131,100 $ 153,000 $ 174,800
600,000 133,100 177,400 221,800 266,100 310,500 354,800
900,000 200,600 267,400 334,300 401,100 468,000 534,800
1,200,000 268,100 357,400 446,8000 536,100 625,500 714,800
1,500,000 335,600 447,400 559,300 671,100 783,000 894,800
1,800,000 403,100 537,400 671,800 806,100 940,500 1,074,800
2,100,000 470,600 627,400 784,300 941,100 1,098,000 1,254,800

^{For pension plan purposes, "credited" service begins
after one year of employment with the Company. Credit for the first year is made
up during the 20th, 21st, and 22nd years of employment. The named executive
officers have the following years of credited service:

^{Frank Shrontz} ^37.5
^{Philip M. Condit} ^30.5
^{Boyd E. Givan} ^29.9
^{C. Gerald King} ^37.5
^{Ronald B. Woodard} ^29.4

Pension benefits are based on earnings in the last ten years of employment, which equal (a) the
average annual salary for the highest consecutive 60 months, plus (b) the average
annual incentive compensation for the five highest years. The total annual
averages for the named executive officers are currently as follows:

^{Frank Shrontz} ^{$1,564,41 6}
^{Philip M. Condit} ^772,334
^{Boyd E. Givan} ^544,667
^{C. Gerald King} ^502,000
^{Ronald B. Woodard} ^412,650

In the Bonus column of the Summary Compensation Table,
amounts shown for 1995 are net of approximately 30% of the incentive
award that was converted into BSUs, and amounts shown for 1994 are net of
approximately 20% that was converted into BSUs. Amounts shown for 1993 are net of
20% of the incentive award that was invested in performance shares under the
Long-Term Incentive Program. The values of BSUs and performance shares at the
time they were awarded are shown in the Restricted Stock column. Compensation
covered under the plans referred to above (the Employee Retirement Plan, the
Supplemental Benefit Plan, and the Supplemental Retirement Plan) includes the
full incentive award, which is the total of the Bonus and Restricted Stock
columns.}}}}