BOEING CO — Director's Dealing 2010

Feb 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2010-02-22

Reporting Person: MCNERNEY W JAMES JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-22	Common Stock	A	51705	—	Acquired	406420.1	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-22	Stock Option (Right to Buy)	$63.83	A	210210	Acquired	2020-02-22	Common Stock (210210)	Direct

Footnotes

F1: Represents a restricted stock unit award that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 22, 2013.

F2: The options vest over a period of three years from the date of grant (February 22, 2010), with 34% vesting after the first year, on February 22, 2011, 33% vesting after the second year, on February 22, 2012, and 33% vesting after the third year, on February 22, 2013.