The Province of St. Joseph of the Capuchin Order, the Passionist Community, and Franklin Research & Development Corporation have advised the Company that they intend to present the following resolution at the Annual Meeting. Approval of this proposal would require the affirmative vote of a majority of the outstanding shares of common stock present in person or by proxy and entitled to vote at the Annual Meeting.

WHEREAS, The Boeing Company successfully lobbied the Clinton Administration to grant Most Favored Nation status to the Peoples' Republic of China in a way that "delinks" human rights from MFN status;
- In arguing against such linkage, President Clinton stated (1994) that "constructive engagement" in China through business contacts would best ensure human rights;
- In 1997 President Clinton admitted his "constructive engagement" policy had not produced positive results regarding human rights in China. His Administration's annual report on human rights noted of China that its "economic pragmatism and increasingly robust ties of trade and commerce with the United States" has not prevented or ameliorated "widespread and well-documented human rights abuses;"
- The New York Times reported (06/09/96) Boeing is "China's most valuable lobbyist" and has co-produced "a video that is a remarkably dewy-eyed depiction of China--no repression of dissidents, no sales of automatic weapons to gangs in Los Angeles, no nuclear proliferation, but plenty of Chinese enjoying American goods;"
- U.S. corporations doing business with China and Tibet provide financial support and legitimization for the Chinese government's rule there;
- Congressional resolutions were introduced into both houses calling for certain principles to be followed by U.S. nationals engaged in commercial activities in China and Tibet. Human Rights Watch created parallel principles;

We ask the board to consider the following in creating these principles:

1. Not to use goods or products manufactured by forced labor in the People's Republic of China and Tibet;
2. To safeguard Chinese and Tibetan employees prone to dismissal based upon their involvement in non-violent demonstrations, past records of arrests or internal exile for non-violent protest or membership in unofficial organizations committed to non-violence;
3. To ensure that production methods do not unnecessarily risk harm to the surrounding environment;
4. To strive to use independent businesses when looking for potential business partners in China and Tibet;
5. To prohibit any military presence on industrial cooperation project premises;
6. To promote freedom of association and assembly among employees;
7. To press Chinese authorities to list those arrested in the last three years, to end incommunicado detention, and for access to international observers to places of detention;
8. To discourage or undertake to prevent compulsory political indoctrination programs from occurring on company premises in China and Tibet;
9. To promote freedom of expression.

In a New York Times piece, A.M. Rosenthal stated: "The Chinese Communists are creating a system in which controlled capitalism and tyranny work together. . . But if American businesses do not care that their country and companies help finance torture cells, what can an individual do about it? Use the stockholder's right to demand a rights code for every U.S. business investing in China." If you agree, please vote "yes."

The Boeing Company is a leading aerospace firm and is committed to being one of the premier industrial companies in the world. We operate in an extraordinarily competitive business and have done so successfully and responsibly. Ours is the history of a company identified with integrity and high business principle. Where we operate, we bring commitment to the rule of law and respect for employees and their rights of association and assembly.

The Board of Directors is not insensitive to the issues surrounding the totality of United States interests in relations with China. These include the interest of the United States in the promotion of human rights. We believe that the lives of hundreds of millions of Chinese have improved dramatically under economic reform and through the engagement in China of international companies, including Boeing. As former U.S. Ambassador to China Stapleton Roy has stated, the recent years of modern China's history are "the best in terms of prosperity, individual choice, access to outside sources of information, freedom of movement within the country, and stable domestic conditions."

As China moves into the next century, it is important that China has business relations with countries and companies that foster practices compatible with those of its trading partners. Boeing is conducting its business to compete successfully and to maintain and strengthen its role and opportunities in China. It is our experience that significant good is accomplished by bringing countries into the mainstream of open-market trading and economic progress. China's accession into the World Trade Organization and U.S. normalization of trade with China (through the grant of permanent Most Favored Nation status) will expand engagement by the United States in China and further improve living standards for the Chinese people.

Contrary to the implications in the proposal, The Boeing Company is not doing business in Tibet. It does not use products manufactured in Tibet and does not sell airplanes there. Boeing has no company premises in Tibet and no suppliers in Tibet.