A shareholder has advised the Company that he intends to present the following resolution at the Annual Meeting. In accordance with applicable proxy 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 common stock present in person or by proxy and entitled to vote at the Annual Meeting.

These news reports highlight that Boeing may be overwhelmed in dealing with Douglas:

• Boeing is too occupied with the problems of $2.6-Billion write-off in Seattle to act as more than an undertaker for Douglas:

Boeing took a $1.6 Billion ($1,600,000,000) write-off due to production problems in 1997's 3rd quarter and announced it would spend an additional $1 Billion ($1,000,000,000) to fix production problems.

Wall Street Journal November 4, 1997

Boeing is stuck with trying to accomplish 4 tasks simultaneously:

1) Train more than 30,000 new employees

2) Double production rates in a short time

3) Fundamentally change the way it builds aircraft

4) Deal with its acquisition of Rockwell and McDonnell Douglas

Long Beach Press Telegram Oct. 24, 1997

• The purchase of Douglas has benefited Boeing's major rival, Airbus:

Air Canada and Virgin place $4-Billion order with Airbus on the very day Boeing acquired McDonnell Douglas. The $4-Billion deal bolsters the argument that Airbus could benefit from Boeing's acquisition of Douglas.

Los Angeles Times August 2, 1997

The Airbus orders support the theory that the Douglas acquisition could benefit Airbus, by encouraging airlines to buy planes from Boeing's only competitor.

Los Angeles Times August 2, 1997

• After Boeing bought another airliner manufacturer, de Havilland Aircraft, de Havilland nearly went broke:

Boeing loses nearly $1-Billion ($1,000,000,000) on de Havilland Aircraft.

New York Times January 23, 1992

• Boeing cancels the Douglas MD-80/MD-90 airliners, a viable alternative to the log-jammed Boeing 737 production. At the same time the entire 737 program could be in jeopardy with a 3rd unsolved 737 crash:

Baffled by 2 unsolved 737 accidents, NTSB chairman James Hall said a 3rd unexplained 737 crash "would further erode public confidence in the airplane."

Aviation Week July 24, 1995

Seattle Times aerospace reporter Byron Acohido awarded top journalism prize for reports on the Boeing 737 rudder suspected of causing 2 unsolved crashes.

Seattle Times April 24, 1997

• Meanwhile:

Boeing will take $1.4-Billion ($1,400,000,000) charge to stop Boeing MD-80/MD-90 production.

Los Angeles Times Jan. 22, 1998

The Board of Directors does not believe that retention of an investment banker to explore the sale of the Douglas Products Division would result in any meaningful enhancement of shareholder value. On August 1, 1997, the Company completed the merger of McDonnell Douglas Corporation ("McDonnell Douglas") with a subsidiary of the Company (the "Merger"). As disclosed in the Company's proxy statement related to the Merger, the Company and McDonnell Douglas retained Credit Suisse First Boston and J.P. Morgan Securities Inc., respectively, both nationally recognized investment banking firms, to advise them in connection with the Merger. McDonnell Douglas had already employed financial advisors to explore a number of alternatives concerning Douglas Aircraft Company (currently the Douglas Products Division), including a sale, a joint venture, and other financial arrangements. The Company and McDonnell Douglas both concluded that the sale of the Douglas Products Division was not economically feasible. Federal and European regulatory authorities, in independently reviewing the Merger, reached the same conclusion. The Board believes that the payment of investment banker fees to reexamine this conclusion would be a waste of Company funds.

The Board of Directors continually reviews alternatives for creating value for the Company's shareholders in the context of the Company's long-term objectives. As part of this ongoing review, it approved both the Merger and the acquisition of Rockwell International Corporation's aerospace and defense business. Both acquisitions served the strategic objective of creating a stronger Company with a broader base of defense and space product programs and international business opportunities.

The Board of Directors will continue to exercise its business judgment to make strategic decisions that it believes will enhance shareholder value. The Board does not believe that retention of an investment banker to explore the sale of the Douglas Products Division will accomplish this objective.

The Company will provide the names and addresses of the proponents of the shareholder proposals above and the number of shares they hold upon oral or written request for such information. Requests may be sent to the Corporate Secretary, The Boeing Company, P.O. Box 3707, Mail Stop 13-08, Seattle, Washington 98124-2207, or submitted by calling (206) 544-1056.

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