The table below shows ownership of Boeing common stock as of February 23, 1998, by (a) each director, (b) the Chief Executive Officer and each of the other four most highly compensated executive officers (collectively, the "Named Executive Officers"), (c) all directors and executive officers as a group, and (d) all persons believed by the Company to be a beneficial owner of more than 5% of the outstanding shares of common stock.

The first column, Number of Shares Beneficially Owned, shows for each person the number of shares of Boeing common stock directly and indirectly owned as of February 23, 1998, including shares owned by, or jointly with, his or her spouse. The second column shows the number of shares that such person may acquire on or before April 24, 1998 by exercising stock options awarded by the Company. The third column shows the total number of stock units and interests in shares held pursuant to the Company's compensation and benefit plans or pursuant to a contract, as of February 23, 1998. The final column shows for each person the percentage of all shares outstanding and entitled to vote represented by the total of the shares, options and share interests shown for that person. An asterisk in that column indicates the person's total interests are less than 1% of the outstanding shares of Boeing common stock.

All numbers in the table are rounded to the nearest whole shares. No family relationship exists between any of the directors or executive officers of the Company.

⁽¹⁾ All non-employee directors receive part of their Board retainer in Boeing stock units. In addition, they may choose to defer all or part of their cash compensation in the form of Boeing stock units under the Deferred Compensation Plan for Directors. The owners of such units do not have the right to vote or to transfer them. See Compensation of Directors on page *.

⁽²⁾ Of these shares, 12,226,011 are held in trusts for the benefit of members of the McDonnell family. Either Mr. McDonnell or his wife is a trustee of each of those trusts. In addition, the James S. McDonnell Foundation, of which Mr. McDonnell is a trustee, holds 6,948,424 shares of Boeing common stock, which are not included in the total shown above.

⁽³⁾ This number does not include 700 shares held in a family trust. Mr. Weyerhaeuser is one of three trustees who share voting and investment power over the trust, and he disclaims beneficial ownership of such shares.

⁽⁴⁾ Beginning in 1994, executives have received a portion of their annual incentive compensation in the form of units based on Boeing common stock ("Boeing Stock Units" or "BSUs"), issued pursuant to the Company's Incentive Compensation Plan. BSUs are payable in cash or in shares of stock three years after they are awarded, unless they have been deferred. Beginning in 1998, executives have received awards of Career Shares, issued pursuant to the Company's 1997 Incentive Stock Plan for Employees. Career Shares are stock units that are payable in shares of Boeing common stock if the executive remains employed by the Company until retirement. For the years 1990 through 1995, executives received long-term incentive program performance shares ("LTIP Shares"), issued pursuant to the Company's Incentive Compensation Plan. LTIP Shares are converted into shares of Boeing common stock four years after they are awarded. The officers cannot vote any of these types of share interests or transfer them unless and until they are converted into Boeing common stock, and they may be forfeited on termination of employment prior to vesting. For further description of BSUs and Career Shares, see the Compensation Committee Report on Executive Compensation, which begins on page *.

Stock equivalent units ("SEUs") granted to Mr. Stonecipher by McDonnell Douglas prior to the Merger were converted into 477,415 SEUs upon the consummation of the Merger. Dividend equivalents were converted into an additional 2,488 SEUs after the Merger. These units, which do not have voting rights but earn dividend equivalents that are reinvested in additional SEUs, are payable in cash. See Employment Contracts and Termination of Employment Arrangements on page *.

Mr. McLuckey, Mr. Stonecipher, and Mr. Woodard have units equivalent to 499, 1,788 and 6,460 shares in the Boeing stock funds of 401(k) retirement plans and may instruct the trustees of those plans how to vote their units.

Under the Company's Deferred Compensation Plan for Employees and agreements with the Company, executive officers may also choose to defer cash compensation into cash accounts that bear interest or stock unit accounts that earn the equivalent of dividends. Deferred amounts are not forfeited on termination of employment, but are intended to be paid out after retirement. They are paid out in cash unless the officer elects, in accordance with the terms of the Deferred Compensation Plan for Employees, to receive shares of Boeing common stock. The officers cannot vote deferred stock units or transfer them unless and until they are converted into Boeing common stock.

The BSUs, Career Shares, LTIP Shares, SEUs, deferred stock units, and 401(k) plan stock units held by each Named Executive Officer as of February 23, 1998, are as follows:

⁽⁵⁾ This number does not include shares for which Mr. Givan has shared investment power as a member of certain committees appointed by the Board of Directors to administer certain savings and retirement plans. Mr. Givan does not have beneficial ownership of these shares.

⁽⁶⁾ Includes 78,000 shares of restricted stock. See Employment Contracts and Termination of Employment Arrangements on page *.

⁽⁷⁾ The following information is based on a Schedule 13G filed by the parties on February 14, 1998.The Chase Manhattan Bank ("Chase"), Chase Manhattan Center, Brooklyn, New York 11245, is Trustee for the McDonnell Douglas Corporation Master Savings Plans. Chase reports that the plans and the Trust created pursuant to the plans beneficially own 50,228,273 shares of common stock. The plans and the Trust share the power to vote or direct the vote of those shares and the power to dispose or direct the disposition of those shares. Chase and its parent, The Chase Manhattan Corporation, have voting and dispositive power over an additional 39,358 shares.

The Trustee has dispositive power for the shares in the Trust to the extent necessary to follow valid instructions from participants regarding withdrawals, transfers or loans from such plans. Participants in each of these plans may direct the Trustee how to vote his or her proportionate interest in these shares. Unallocated shares and allocated shares for which no instructions are given (except for certain shares held in the Employee Payroll Stock Ownership Plan (the "PAYSOP") are voted by the Trustee in the same proportion as the allocated shares for which voting instructions are received. PAYSOP shares for which no instructions are received are not voted by the Trustee.

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