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BOEING CO Director's Dealing 2003

Dec 3, 2003

14815_dirs_2003-12-03_d3e71fd5-2d65-4e94-afc6-fe97e11d4aef.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STONECIPHER HARRY C (Director, President and CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-12-01 Phantom Stock Units $0.00 D 250.86 Disposed Common (250.86) Direct
2003-12-01 Phantom Stock Units $0.00 D 62.72 Disposed Common (62.72) Direct

Footnotes

F1: Reflects cancellation of deferred stock units for deferred retainer (250.86 units) and company match (62.72 units) under nonemployee director deferred compensation plan for units attributable to last month of quarter ending December 31, 2003, due to reporting person's change in status from nonemployee director to chief executive officer of company as of December 1, 2003.

F2: Phantom Stock Units acquired in lieu of Director Compensation

F3: Company match to Phantom Stock Units

F4: Phantom stock units accrued under The Boeing Company's Deferred Compensation Plan for Directors are to be settled in The Boeing Company common stock upon the reporting person's termination of services as a director.