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: Denson-Low Wanda K (SVP, Internal Governance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-22	Common Stock	A	4909	—	Acquired	12246.73	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	19957	Acquired	2020-02-22	Common Stock (19957)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1219.66	Indirect
Common Stock	7698.49	Indirect

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: Includes adjustments for dividends accrued.

F3: 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.