The following table summarizes the annual and long-term compensation of the Named Executive Officers for fiscal years 1997, 1996, and 1995. Annual compensation includes amounts deferred at the officer's election. All numbers are rounded to the nearest dollar or whole share. The Compensation Committee Report on Executive Compensation begins on page *.

Summary Compensation Table

⁽¹⁾ Mr. McLuckey, who became an executive officer of the Company on March 1, 1997, has announced his intention to retire as of April 1, 1998.

⁽²⁾ Mr. Stonecipher became an executive officer of the Company on August 1, 1997, the effective date of the Merger. The table includes the following amounts paid to Mr. Stonecipher in 1997 by McDonnell Douglas prior to the Merger:

Salary	$585,000, out of the total amount of $895,345;
Other Annual Compensation	$2,328,975;
Restricted Stock	$3,945,000;
LTIP Payout	$8,051,518, the value of performance-based restricted stock whose vesting was accelerated upon the Merger;
All Other Compensation	$35,318 in McDonnell Douglas contributions to retirement and 401(k) plans, and $13,632 for premiums on term life insurance.

⁽³⁾ Annual incentive compensation (cash payments reported in the Bonus column and BSUs reported in the Restricted Stock column) is based on performance in the year shown, but is determined and paid the following year.

⁽⁴⁾ Other Annual Compensation includes the following amounts paid to Mr. Stonecipher in 1997 by McDonnell Douglas prior to the Merger: $2,204,929 for excise tax on the LTIP payout accelerated upon the Merger; $57,600 for earnings paid on LTIP awards; and $45,165 in perquisites, including $17,531 for personal use of corporate aircraft. The total also includes perquisites of $4,921 paid by Boeing, including $2,701 for personal use of Company aircraft.

⁽⁵⁾ The amount reported in the Restricted Stock column for each officer is the value of the BSUs awarded in February of the following year. For Mr. Stonecipher, the amount also includes the value of 60,000 shares of restricted stock granted by McDonnell Douglas prior to the Merger, based on the closing market price of McDonnell Douglas common stock of $65.75 on the date of grant, January 30, 1997. The number of BSUs awarded is the number of shares that could be purchased with 30% of the officer's target incentive award, adjusted for Company, operating group, and individual performance, using as the purchase price the Fair Market Value (as defined on page *) of Boeing common stock on that date. However, in accordance with the SEC's proxy rules, the value of the BSUs awarded is shown here using the closing market price of Boeing common stock on the date of the award. BSUs earn the equivalent of 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 common stock or cash equal to the Fair Market Value of one share at the time of vesting. For a discussion of target annual incentive awards, see the Compensation Committee Report on Executive Compensation, at page *.

The following table shows all BSUs, LTIP Shares, and restricted stock and SEUs held by each of the Named Executive Officers, including those whose value is shown in the Summary Compensation Table and those granted in previous years and not yet converted into common stock. The columns are (a) the aggregate number of BSUs held as of February 23, 1998, (b) the value of those BSUs, based on the closing market price of Boeing common stock on February 23, 1998, which was $50.6875 per share, (c) the number of LTIP Shares held as of December 31, 1997 (for discussion of LTIP Shares, see footnote (7) below), (d) the value of those LTIP Shares, based on the closing market price of Boeing common stock on December 31, 1997, which was $48.9375 per share, (e) the number of shares of restricted stock and SEUs held as of December 31, 1997 (for discussion of SEUs, see footnote (4) to the Security Ownership Table, at page *), and (f) the value of those shares of restricted stock and SEUs, based on the closing market price of Boeing common stock on December 31, 1997.

⁽⁶⁾ The numbers reported in the Securities Underlying Options column for each officer are the numbers of shares for which options were granted in 1995, 1996 and 1997, as adjusted for the 2-for-1 stock split that occurred on June 6, 1997.

⁽⁷⁾ The amount reported for each officer in the LTIP Payouts column on the line for 1995 reflects the award of LTIP Shares by the Compensation Committee (the "Committee") in 1996, based on performance in the three-year period ended December 31, 1995, under a long-term incentive program that has been phased out. The amount shown is equal to the number of LTIP Shares awarded multiplied by the closing market price of Boeing common stock on the date of the award. New cycles under the program were discontinued in 1994, and the awards made in 1996 were the last to be made under the program. Under the program, executive investment performance shares were allocated in the first year of a seven-year performance cycle. After completion of the third year of the cycle, the Committee, in its discretion, could award LTIP Shares in an amount from zero to 200% of the number of each participant's initial shares for the cycle, depending on the Committee's assessment of management's achievement of certain performance goals. Each LTIP Share is converted into one share of Boeing common stock four years after it was awarded and earns dividend equivalents and interest on dividend equivalents, which are payable when the LTIP Share is converted into stock. As to the amount shown for Mr. Stonecipher on the line for 1997, see footnote (2), above.

⁽⁸⁾ Amounts reported in the All Other Compensation column are the sums of the value of (a) dividend equivalents and interest on dividend equivalents on LTIP Shares, (b) Company contributions to retirement and 401(k) plans of the Company and its subsidiaries, and (c) premiums paid by the Company for term life insurance for the benefit of the insured. The amounts described in clauses (a), (b), and (c) above for each of the Named Executive Officers on the line for 1997 are as set forth below. In addition, Mr. Stonecipher received $160,507 in connection with his relocation to Seattle, and Mr. McLuckey received $830,000 as a retention bonus pursuant to his Retention Agreement with the Company. See Employment Contracts and Termination of Employment Arrangements on page *.

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