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BOEING CO Director's Dealing 2003

Dec 10, 2003

14815_dirs_2003-12-10_33ca26d0-19d8-4443-8a6c-24ea89be83ec.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2003-12-01

Reporting Person: JAMIESON JAMES M (Sr. VP, Chief Tech. Officer)

Holdings (Non-Derivative)

Security Shares Ownership
Common 0 Direct
Common 7482.24 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
1999 Performance Shares $0.00 2004-02-22 Common (3726.13) Direct
2000 Performance Shares $0.00 2005-02-28 Common (7720.66) Direct
2001 Performance Shares $0.00 2006-02-26 Common (21131.75) Direct
2002 Performance Shares $0.00 2007-02-25 Common (20963.87) Direct
2003 Performance Shares $0.00 2008-02-23 Common (28336.96) Direct
Boeing Stock Units $0.00 Common (10843.20) Direct
Deferred Compensation Units $0.00 Common (49221.37) Indirect
Option (Right to Buy) 93-13 & 93-14 $41.00 2006-02-26 Common (1772.00) Direct
Option (Right to Buy) 93-20 & 93-21 $53.22 2007-02-24 Common (2524.00) Direct

Footnotes

F1: 1999 Performance Shares vest in the following installments when the average daily closing price of boeing stock reaches, for a specified period, the following dollar levels: 25% at $58.38, 40% at $61.08, 55% at $63.88, 75% at $66.79, 100% at $69.80 and 125% at $72.91.

F2: 2000 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 25% at $59.59, 40% at $62.35, 55% at $65.21, 75% at $68.17, 100% at $71.24 and 125% at $74.42.

F3: 2001 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 25% at $101.08, 40% at $105.75, 55% at $110.60, 75% at $115.63, 100% at $120.84 and 125% at $126.23.

F4: 2002 Performance Shares vest in the following installments when the average daily closing price of boeing stock reaches, for a specified period, the following dollar levels: 25% at $72.38, 40% at $75.73, 55% at $79.20, 75% at $82.80, 100% at $86.53 and 125% at $90.39.

F5: 2003 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11.

F6: Phantom stock units allocated to the reporting persons Boeing Stock Unit (BSUs) account under the Incentive Compensation Plan. BSUs vest and are payable in cash or stock three years after the award.

F7: Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

F8: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F9: Options become exercisable approximately 40% on the 1st anniversary and 30% on each of the 3rd and 5th anniversary of the grant date.