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BOEING CO Director's Dealing 2008

Mar 13, 2008

14815_dirs_2008-03-13_d1030b61-514e-4e82-9cd7-31ea3f3f6691.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: 2008-03-11

Reporting Person: CARSON SCOTT E (Executive VP-Pres. & CEO, BCA)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-03-11 Boeing Stock Units $ M 3964.03 Disposed Common (3964.03) Direct
2008-03-11 Deferred Compensation Units $ M 3964.03 Acquired Common (3964.03) Indirect
2008-03-11 Deferred Compensation Units $ A 991.01 Acquired Common (991.01) Indirect

Footnotes

F1: Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan.

F2: BSUs convert into common stock on a 1-for-1 basis if settled in stock.

F3: BSUs vest and are payable in cash or stock three years after the award is granted.

F4: Includes adjustments for dividends accrued.

F5: Phantom stock units are convertible into common stock on a 1-for-1 basis.

F6: BSUs deferred to the Deferred Compensation Stock Program at vesting.

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

F8: Company match to deferral of vested BSUs to Deferred Compensation Stock Program.