Annual Committee Member Service Retainer:

Committee Chairman Annual Retainer ​

Such RSUs will be referred to as the “Retainer RSUs,” and the election to receive such Retainer RSUs, a “Retainer Grant Election”. Absent such timely Retainer Grant Election, an Eligible Director will receive an Annual Board Service Retainer in cash as described above.

“Annual Director’s Fee” shall mean # the annual retainer fee payable to a Director, which fee may be modified from time to time, and which shall include all Director compensation, including attendance at Board and committee meetings (the “Annual Retainer”) and # any amounts paid in connection with service as a chairperson of any committee (the “Chairperson Retainer”). The Specified Percentage of the Annual Retainer shall be provided in the form of Deferred Stock Units as provided in [Section 4(a)] of the Plan, with the remainder of the Annual Retainer to be provided in cash, which may be deferred and converted into additional Deferred Stock Units pursuant to [Section 4(b)] of the Plan. Any Chairperson Retainer shall be provided in cash and may be deferred and converted into additional Deferred Stock Units pursuant to [Section 4(b)] of the Plan.

Annual Cash Retainer for Board Service

Chairman / Committee Membership Annual Cash Retainer

Each non-employee Director will be paid an annual cash retainer fee for their service as a Director in the amount of ​. The Lead Director will be paid a supplemental annual retainer fee of ​.

“Eligible Income” means Actual Pay, Annual Retainer and Incentive Awards.

On ​, the Board of Directors of The Boeing Company (the “Company”) approved increases in the (a) annual cash retainer for non-employee directors from ​ to ​, (b) annual retainer in deferred stock units for non-employee directors from ​ to ​ and (c) Governance, Organization and Nominating Committee chair annual retainer from ​ to ​. Each increase will be effective ​. The remaining components of non-employee director compensation remain unchanged from the amounts described in the Company's proxy statement for its 2016 annual meeting of shareholders.

While you are employed by the Company, the Company will pay you a base salary at the rate of ​ per year (the “Base Salary”). Your Base Salary will be paid in accordance with the usual payroll practices of the Company. While you are employed by the Company, your Base Salary will be reviewed from time to time for possible adjustment by the compensation committee of the Board.