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The Boeing Company Finance Committee Charter

ORGANIZATION

Members

The Finance Committee shall consist of three or more directors who are not members of management. The Chairperson and the members of the Committee shall be appointed by the Board of Directors at the annual organization meeting of the Board.

Meetings

Finance Committee meetings shall be in conjunction with the regular Board of Directors meetings and otherwise from time to time as called on by or on behalf of the Chairperson of the Committee.

Quorum

A majority of the members of the Finance Committee shall constitute a quorum. The Committee shall act only on the affirmative vote of at least two of the members.

RESPONSIBILITIES

The responsibilities of the Finance Committee are to review the following:

  1. 1. Strategic plans and transactions, including mergers, acquisitions, divestitures, joint ventures and other equity investments;
  2. 2. Capital structure of the Company, including debt and equity securities, credit agreements and major changes thereto, and short-term investment policy;
  3. 3. Customer financing activities, business and related customer finance business and funding plans of the Company and its subsidiaries (including Boeing Capital Corporation);
  4. 4. Significant financial exposures and contingent liabilities of the Company, including the use of derivatives and other risk management techniques;
  5. 5. Review overall company risk management program and major insurance programs;
  6. 6. Employee benefit plan trust investment policies, administration and performance, and
  7. 7. The Company's investor profiles and related investor relations programs;

    And to review and make recommendations to the Board of Directors with respect to the following:
  8. 8. Dividends, stock splits and stock repurchases;
  9. 9. Issuance of debt or equity securities by the Company and its customer financing subsidiaries.