1998 Proxy Statement; Prop. 1: Election; Pension Plan Table

Pension Plan Table

The following tables show the estimated annual benefits payable to an employee, assuming retirement on January 1, 1998, at age 65 after selected periods of service, in each case including amounts to be paid pursuant to applicable defined benefit supplementary and excess pension award plans, 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 tables are not subject to any deduction for Social Security or other offset amounts.

Boeing Employee Retirement Plan (the "Boeing Plan")
Years of Credited Service

Remuneration	10	15	20	25	30	35	40
$500,000	$73,535	$110,300	$147,100	$183,800	$220,600	$257,400	$294,100
1,000,000	148,535	222,800	297,100	371,300	445,600	519,900	594,100
1,500,000	223,535	335,300	447,100	558,800	670,600	782,400	894,100
2,000,000	298,535	447,800	597,100	746,300	895,600	1,044,900	1,194,100
2,500,000	373,535	560,300	747,100	933,800	1,120,600	1,307,400	1,494,100
3,000,000	448,535	672,800	897,100	1,121,300	1,345,600	1,569,900	1,794,100

McDonnell Douglas Employee Retirement Income Plan (the "MDC Plan")
Years of Credited Service

Remuneration	10	15	20	25	30	35	40
$500,000	$80,400	$120,000	$159,600	$200,400	$240,000	$280,800	$320,400
1,000,000	162,000	243,600	325,200	406,800	487,200	588,800	650,400
1,500,000	244,800	367,200	489,600	613,200	735,600	858,000	980,400
2,000,000	327,600	490,800	655,200	818,400	982,800	1,146,000	1,310,400
2,500,000	410,400	615,600	819,600	1,024,800	1,230,000	1,435,200	1,640,400
3,000,000	492,000	739,200	985,200	1,231,200	1,477,200	1,724,400	1,970,400

Boeing North American Retirement Plan
for Certain Salaried Employees Sub-Plan (the "BNA Plan")
Years of Credited Service

Remuneration	10	15	20	25	30	35	40
$500,000	$132,017	$197,999	$210,132	$222,266	$234,400	$246,533	$246,533
1,000,000	265,367	397,999	422,632	447,266	471,900	496,533	496,533
1,500,000	398,717	597,999	635,132	672,266	709,400	746,533	746,533
2,000,000	532,067	797,999	847,632	897,266	946,900	996,533	996,533
2,500,000	665,417	997,999	1,060,132	1,122,266	1,184,400	1,246,533	1,246,533
3,000,000	798,767	1,197,999	1,272,632	1,347,266	1,421,900	1,496,533	1,496,533

Under the Boeing Plan, "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. Under both the MDC Plan and the BNA Plan, credited service begins at commencement of employment. The Named Executive Officers have the following years of credited service:

	Boeing Plan	MDC Plan	BNA Plan
Philip M. Condit	32.5	—	—
Boyd E. Givan	31.9	—	—
John A. McLuckey	1.0	—	36.5
Harry C. Stonecipher	.9	5.8	—
Ronald B. Woodard	31.4	—	—

Pursuant to Mr. Stonecipher's Employment Agreement with the Company (see Employment Contracts and Termination of Employment Arrangements on page *), Mr. Stonecipher will receive credit for twice as many years of service as he actually works for the Company and McDonnell Douglas. The years of credited service shown above are twice his actual periods of employment to January 1, 1998. In addition, the Company will provide a supplemental pension payment equal to the difference between (a) what Mr. Stonecipher would have received from a prior employer had he stayed with that employer through the expiration of the Employment Agreement and (b) the pension payments he is actually entitled to receive from the prior employer, McDonnell Douglas, and the Company.

Pension benefits are based on earnings in the last ten years of employment. Under the Boeing Plan, the amount used is (a) the average annual salary for the highest consecutive 60 months plus (b) the average annual incentive compensation for the five highest years. Under the MDC Plan, the amount used is (a) the average annual salary for the highest five consecutive years plus (b) the average annual incentive compensation for the last five years prior to retirement. Under the BNA Plan, the amount used is the average of the highest five consecutive calendar years of compensation that include non-deferred incentive compensation. The total annual averages for the Named Executive Officers are currently as follows:

	Boeing Plan	MDC Plan	BNA Plan
Philip M. Condit	$1,163,420	—	—
Boyd E. Givan	664,723	—	—
John A. McLuckey	761,821	—	$803,714
Harry C. Stonecipher	1,364,842	$1,437,449	—
Ronald B. Woodard	619,553	—	—

In the Bonus column of the Summary Compensation Table on page *, amounts shown are net of approximately 30% of the incentive award, which was converted into BSUs. The values of BSUs (at the closing market price of Boeing common stock on the day the BSUs were granted) are included in the Restricted Stock column. Compensation covered under the plans referred to above includes the full incentive award.

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