Severance Benefit Plan

Severance Benefit Plan Summary Plan Description 2009 Edition/Jeppesen Sanderson, DataPlan, and Jeppesen Marine The summary plan description (SPD) for this Plan is this booklet and any summaries of material modifications (Updates). Updates are issued if the Company adds to or changes benefits in the Plan after the SPD is published. The Updates, if any, are incorporated at the end of this booklet. The content and delivery of this booklet are intended to comply with the Employee Retirement Income Security Act of 1974, as amended (ERISA). If there is any conflict between the information in this booklet and the official Plan document, the official Plan document will govern. Severance Benefit Plan 2009 Edition A86392W-1

Plan Information and Notice The Jeppesen Sanderson, Inc. Severance Benefit Plan (Plan 631) (the Plan ) provides financial protection if you are involuntarily laid off. You are eligible for coverage under the Plan if you meet the conditions described in this booklet and you are employed by one of the groups listed under Who Is Eligible, in Section 1. The Company, as used throughout this booklet, refers to Jeppesen Sanderson, Inc. and adopting subsidiaries (Jeppesen DataPlan, Inc. and Jeppesen Marine, Inc.), which are wholly owned subsidiaries of The Boeing Company. Boeing as used throughout this booklet, refers to The Boeing Company and any affiliates or subsidiaries of The Boeing Company. Summary Plan Description and Plan Document The summary plan description for the Plan is this booklet and any summaries of material modifications (Updates). The actual Plan is a complex legal document that was written in accordance with Federal rules, including rules of the Internal Revenue Service. The Plan document is the Jeppesen Sanderson, Inc. Severance Benefit Plan. The contents and delivery of this booklet are intended to comply with the Employee Retirement Income Security Act of 1974, as amended (ERISA). If there is any conflict between the information in this booklet and the official Plan document, the official Plan document will govern. Any representations contrary to the Plan are not binding. Updates Periodically, the Company may add to or change benefits in this Plan. If this happens, you will receive an Update describing the changes. Be sure to keep any Updates with this booklet. Notice of Company Rights The Company fully intends to continue the Plan. However, the Company reserves the right to terminate, suspend, or modify any benefits described in this booklet, in whole or in part, at any time, and for any reason for employees, former employees, retirees, and their dependents. The Plan Administrator has the right to recover overpayments, regardless of the cause, nature, or source of the overpayments. This summary plan description booklet does not guarantee current or future employment or benefits. Effective Date This booklet highlights the benefits available to eligible employees under the Jeppesen Sanderson, Inc. Severance Benefit Plan as of January 1, 2009. Definitions of Terms Key terms used throughout this booklet are in bold the first time the term is used under each heading. You can find the definitions for these terms in Section 4, Definitions. Additional Information If you have any questions or need additional information contact your Human Resources Generalist. This booklet summarizes the terms of the Jeppesen Sanderson, Inc., Severance Benefit Plan. Every effort has been made to provide an accurate summary of the Plan, but in the event of a conflict between this summary and the official Plan document, the terms of the Plan document will control. A copy of the Plan document is available at the cost of reproduction by sending a written request to The Boeing Company 100 North Riverside, MC 5002-8421, Chicago, IL 60606-1596. Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Your Benefits i

Table of Contents Section 1 Plan Overview Who Is Eligible.... 1-1 How the Severance Benefit Plan Works............................. 1-1 Benefit Amount...................................................... 1-1 Condition to Receive Benefits........................................ 1-2 How Benefits Are Paid.... 1-2 Benefit Limits... 1-2 Repayment of Benefits............................................... 1-2 Section 2 Claims and Appeals How to Submit a Claim or File an Appeal............................ 2-1 Section 3 Plan Administration and Legal Rights Your Rights and Responsibilities................................... 3-1 What Rights You Have Under Federal Law................................ 3-1 Receive Information About Your Plan and Benefits........................ 3-1 Prudent Actions by Plan Fiduciaries... 3-1 Enforce Your Rights... 3-1 Receive Assistance With Your Questions.... 3-2 Your Responsibilities Under the Plan... 3-2 How the Plan Is Administered..................................... 3-2 Plan Administrator s Rights............................................ 3-2 Right to Amend, Modify, and Terminate the Plan... 3-2 Who Pays for This Plan............................................... 3-3 How Benefits Are Paid.... 3-3 Right to Recover Overpayments...................................... 3-3 No Contract of Employment......................................... 3-3 Plan Information................................................ 3-3 Section 4 Definitions Section 5 Contacts ii Your Benefits Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W

Plan Overview Section 1 Who Is Eligible You are eligible for coverage under the severance plan described in this booklet if you are A full-time or part-time nonunion employee of Jeppesen Sanderson, Inc., Jeppesen DataPlan, Inc., or Jeppesen Marine, Inc. On the active U.S. payroll and paid through the Company payroll system on the date the layoff event (as defined in the next section) occurs, including during an approved leave of absence. Who is not eligible for the Plan? You are not eligible for severance benefits under this Plan if, at the Plan Administrator s sole discretion, you are Compensated by special fees or employed under a special contract or arrangement. Working in a capacity that is considered contract labor or independent contracting. A temporary or hourly full-time special employee. How the Severance Benefit Plan Works You are eligible to receive benefits under this Plan if you experience a layoff event. A layoff event is an involuntary termination of employment with the Company as a result of the elimination of your position or a reduction-in-force. The following events are not considered layoff events: You become employed by the Company or Boeing upon the layoff. You reject an offer of comparable employment, as defined in Section 4, Definitions. The layoff occurs because of a merger, sale, spin-off, reorganization, or similar transfer of assets or stock or because of a change in the operator of a facility or a party to a contract, and you are offered employment with the new employer, operator, or contractor (or affiliated business enterprise) after the layoff. The termination of employment is for any reason other than involuntary layoff, such as voluntary or temporary layoff, completion of a temporary assignment, resignation, dismissal, retirement, death, or leave of absence. Benefit Amount The amount of benefits you are eligible to receive under the Severance Benefit Plan depends on your length of service with the Company and your rate of pay at the time of the layoff event, as shown in the table on the next page. Severance Pay Benefits If your length of service is... You will receive... 12 or more months 2 weeks of pay* for each full year of service, to a maximum of 26 weeks At least 4 months but fewer than 12 months Fewer than 4 months 2 weeks of pay* 1 week of pay* * If you are a full-time employee, week of pay means your weekly base earnings (as computed by your annual salary), excluding bonuses, overtime, shift differential, or other forms of ancillary pay. If you are a part-time employee, week of pay means your average hourly base earnings (excluding bonuses, overtime, shift differential, or other forms of ancillary pay) for the preceding 52 weeks multiplied by your average weekly scheduled hours for the preceding 52 weeks. If you have been employed by the Company for fewer than 52 weeks, the number of weeks you have been employed will be used for the calculation. Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Plan Overview 1-1

Condition to Receive Benefits To receive benefits, you must provide the Company with a signed agreement and release. You will be given this document at the time of the layoff notification. The agreement and release will state the time period you have to return the document to the Company. You must return the document to the Company within that time period. If you do not return the signed agreement and release to the Company within the specified time period, you will not be eligible to receive severance benefits. How Benefits Are Paid Benefits are paid in a single lump sum. The timing of the payment depends on when the Company receives your signed agreement and release (described in the section above). The lump-sum payment will be made on the eighth day following the date the Company receives your signed agreement and release. Severance benefits may be adjusted for any debt you acknowledge that you owe the Company, including but not limited to, loans, relocation costs, and travel advances, subject to applicable state laws. Benefit Limits The amount of your severance benefit will not exceed two times the annual compensation you received in the year before the layoff event. For the purpose of this Plan, annual compensation means the total of all compensation, including wages, salary, and other benefits of monetary value, whether paid in the form of cash or otherwise, that you were paid as compensation for your service during the year or that you would have been paid at your usual rate of compensation if you had worked the full year. In addition, your annual compensation for this Plan will not exceed the annual limit on compensation described in Section 401(a)(17) of the Internal Revenue Code for the calendar year in which the layoff event occurs. All rights to severance benefits end the date you die, whether or not the benefit payment has been made. Repayment of Benefits If you receive a severance benefit from this Plan and then accept employment with Boeing (including Jeppesen Sanderson, Inc., Jeppesen DataPlan, Inc., and Jeppesen Marine, Inc.) within six months following the layoff event, you must repay the Company the excess benefit, as defined in the box below. Excess Benefit Calculation The amount of your severance benefit, multiplied by number of days between scheduled reemployment date and 6-month anniversary of layoff date, divided by 180 days Your reemployment offer from Boeing (including Jeppesen Sanderson, Inc., Jeppesen DataPlan, Inc., and Jeppesen Marine, Inc.) is contingent on repayment of the excess benefit described here. You must repay the excess benefit to the Company no later than 10 days before your scheduled reemployment date. 1-2 Plan Overview Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W

Claims and Appeals Section 2 How to Submit a Claim or File an Appeal In general, if you have an issue regarding your benefit or your right to receive a benefit under the Plan, this can often be resolved by calling your respective Human Resources Generalist or the North American Human Resources Manager and discussing the situation. If the issue is not resolved through an informal process, you may file a formal (written) claim with the Plan. The Plan has established the following procedures for initiating a formal claim and appeal of denied benefits under the Plan. A formal claim for benefits can be initiated by writing to the Global Compensation & Benefits Manager at Jeppesen Sanderson, Inc, 55 Inverness Drive East, Englewood, CO 80112. The Global Compensation & Benefits Manager will respond in writing within 90 days of receiving the claim. If special circumstances require more time, the review period may be extended up to an additional 90 days. You will be notified in writing of this extension. If your claim is denied, you will be notified in writing. This notice will include The specific reason for the denial. A reference to the specific Plan provisions on which the claim determination was based. A description and explanation of any additional information that is needed to process your claim. A description of the Plan s review procedures and the applicable time limits. A summary of your rights to take legal action. You or a person you appoint may appeal a denial of benefits by writing to the Employee Benefit Plans Committee ( Committee ) at The Boeing Company, 100 North Riverside, MC 5002-8421, Chicago, IL 60606-1596, within 60 days of receiving notice of the denial or partial denial of Plan benefits. If an appeal of an adverse benefit determination is not made within 60 days of receipt of such benefit determination notice, the claimant will be deemed to have waived his or her right for review. Upon request, you will be provided with reasonable access to any information that was relevant to your claim. In your appeal, you must State, in writing, why you believe the claim should have been approved. Submit any information and documents you think are appropriate. Send the appeal and any supporting documentation to the Committee. The Committee will review your appeal, render a decision, and notify you of its decision within 60 days of receipt of your appeal. If special circumstances require more time, the review period may be extended up to an additional 60 days. You will be notified in writing of this extension. If your appeal is denied, in whole or in part, the Committee will send you a notice that will include The specific reason for the denial. A reference to the specific Plan provision on which the determination was based. A summary of your right to additional appeals or legal action. A statement of your right to obtain, free of charge, copies of documentation relevant to the decision. Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Claims and Appeals 2-1

If the Committee makes an adverse benefit determination on appeal, you may bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Any action must be commenced within 180 days following the decision on appeal of your initial claim for benefits (or following the last date for filing an appeal, if no appeal is taken). Benefits will be paid under the Plan only if the Committee decides in its discretion that you are entitled to them. It is the Committee s exclusive right to interpret the terms of the Plan, to resolve eligibility for benefits, and, exercising its discretion, to resolve all questions arising under the Plan. The decision of the Committee is final and binding. Copies of the claim and appeal procedures for the Plan are available by sending a written request to the Employee Benefit Plans Committee at The Boeing Company, 100 North Riverside, MC 5002-8421, Chicago, IL 60606-1596. 2-2 Claims and Appeals Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W

Plan Administration and Legal Rights Section 3 Your Rights and Responsibilities What Rights You Have Under Federal Law The Employee Retirement Income Security Act of 1974, as amended (ERISA), provides you with certain rights and protections. These rights are explained here. Receive Information About Your Plan and Benefits You have the right to Examine, without charge, at the Plan Administrator s office and other specified locations, such as work sites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. Obtain copies of documents governing Plan operation, including insurance contracts, collective bargaining agreements, copies of the latest annual report (Form 5500 Series), and updated summary plan descriptions by writing to the Plan Administrator. The Plan Administrator may charge you a reasonable fee for copies. Receive a summary of the Plan s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties on the people who are responsible for operating the Plan (known as fiduciaries). The fiduciaries have a duty to operate the Plan prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a plan benefit or exercising your rights under ERISA. Enforce Your Rights If your eligibility or a Plan benefit claim is denied or ignored, in whole or in part, you have the right to Know why this was done. Obtain copies of documents relating to the decision without charge. Appeal any denial all within certain time schedules. (See How to Submit a Claim or File an Appeal, earlier in this section.) You can take steps to enforce your rights under ERISA. For instance If you request a copy of Plan documents or the latest annual report and you do not receive it within 30 days, you may file suit in Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive them, unless the materials were not sent because of reasons beyond the Plan Administrator s control. If your eligibility or Plan benefit claim is denied or ignored, in whole or in part, you may file suit in state or Federal court after you exhaust your appeal rights. If Plan fiduciaries misuse the Plan s money, or if you are discriminated against for asserting your rights, you may seek assistance from the Department of Labor or you may file suit in Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees; if you lose, the court may order you to pay these costs and fees for example, if it finds your claim is frivolous. Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Plan Adminstration and Legal Rights 3-1

Receive Assistance With Your Questions If you have any questions about Your Plan, contact the Plan Administrator. This statement or your rights under ERISA, or if you need assistance obtaining documents from the Plan Administrator, contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor (see your telephone directory for the number), or write to Division of Technical Assistance and Inquiries Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue NW Washington, DC 20210 You also can obtain certain publications about your rights and responsibilities under ERISA from the Employee Benefits Security Administration on the World Wide Web (http://askebsa.dol.gov/) or by calling the hot line at 1-866-444-EBSA (1-866-444-3272). Your Responsibilities Under the Plan As a participant in the Plan, you must Submit any claim for Plan benefits in accordance with Plan rules. Provide any information or documentation requested by the Plan Administrator. Abide by Plan rules. How the Plan Is Administered The Company has designated the Employee Benefit Plans Committee ( Committee ) to be the Plan Administrator. This Committee is composed of The Boeing Company employees who are appointed to their positions by The Boeing Company Board of Directors. Plan Administrator s Rights Notwithstanding any other provision in the Plan, and to the full extent permitted under ERISA and the Internal Revenue Code, the Plan Administrator has the exclusive right, power, and authority, in its sole and absolute discretion, to Administer, apply, construe, and interpret the Plan and all related Plan documents. Decide all matters and questions arising in connection with entitlement to benefits and the nature, type, form, amount, and duration of benefits. Amend the Plan. Establish rules and procedures to be followed by participants and beneficiaries in filing applications for benefits and in other matters required to administer the Plan. Prescribe forms for filing benefit claims and for annual and other enrollment materials. Receive all applications for benefits and make all determinations of fact necessary to establish the right of the applicant to benefits under the provisions of the Plan, including the amount of such benefits. Appoint accountants, attorneys, actuaries, consultants, and other persons (who may be employees of the Company or Boeing) for advice, counsel, and reports to make determinations of benefits or eligibility. Delegate its administrative duties and responsibilities to persons or entities of its choice such as the Plan Administrator and employees of the Company or Boeing. All decisions that the Plan Administrator (or any duly authorized designees) makes with respect to any matter arising under the Plan and any other Plan documents are final and binding. If any part of this Plan is held to be invalid, the remaining provisions will continue in force. Right to Amend, Modify, and Terminate the Plan Although the Committee currently intends to continue the Plan, the Committee reserves the right to change, modify, amend, or terminate the Plan at any time and for any reason for employees, former employees, retirees, and their dependents. 3-2 Plan Administration and Legal Rights Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W

Who Pays for This Plan The Plan is unfunded. Severance benefits are paid directly from the general assets of the Company. How Benefits Are Paid Benefit payments are administered by the Plan Administrator according to the provisions of the Plan document. If a benefit is payable to a person who is legally disabled, incapacitated, or otherwise unable to manage his or her affairs, the Plan Administrator, at its discretion, may direct payment of that benefit to another person, including a guardian or legal representative of that person. If a payment is made under these circumstances, the Committee and the Plan will have no further liability for that claim. Right to Recover Overpayments If an incorrect amount is paid to you or on your behalf, any remaining payments may be adjusted, including withholding funds from future reimbursements, to correct the error. The Plan Administrator also may take other action that it determines is necessary or appropriate to correct any such error. Any employee who knowingly, and with intent to defraud or deceive, gives false, incomplete, or misleading information during enrollment, when filing a claim, or in any other respect under this Plan may be subject to discipline, up to and including discharge. The Plan reserves the right to recover from employees any overpayment of claims or costs of coverage. No Contract of Employment Nothing in this Plan, including the receipt of benefits, is to be construed as a contract of employment, and nothing in the Plan gives any employee the right to be retained in the employ of the Company or to interfere with the rights of the Company to discharge any employee at any time. Plan Information Plan Document Jeppesen Sanderson, Inc. Severance Benefit Plan Plan Name and Number Jeppesen Sanderson, Inc. Severance Benefit Plan (Plan 631) Plan Sponsor Adopting Employers Jeppesen Sanderson, Inc. 55 Inverness Drive East Englewood, CO 80112 Jeppesen Sanderson, Inc. Jeppesen DataPlan, Inc. Jeppesen Marine, Inc. Employer Identification Number 84-0372974 Plan Year Calendar-year basis (January 1 through December 31) Plan Administrator Agent for Service of Legal Process Type of Plan Type of Administration Contributions Employee Benefit Plans Committee 100 North Riverside MC 5002-8421 Chicago, IL 60606-1596 312-544-2297 Employee Benefit Plans Committee The Boeing Company c/o United States Corporation Company of Illinois 33 North La Salle Street Chicago, IL 60602 Legal process also may be served on the Plan Trustee or Plan Administrator Welfare benefit plan that provides severance benefits This Plan is administered according to the terms of the Plan document The Plan is unfunded; benefits are paid from the general assets of the Company Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Plan Administration and Legal Rights 3-3

Definitions Section 4 annual compensation The total of all compensation, including wages, salary, and other benefits of monetary value, whether paid in the form of cash or otherwise, that you were paid as compensation for your service during the year or that you would have been paid at your usual rate of compensation if you had worked the full year. Annual compensation for this Plan will not exceed the annual limit on compensation described in Section 401(a)(17) of the Internal Revenue Code for the calendar year in which the layoff event occurs. comparable employment An employment position with the Company, The Boeing Company, or an affiliate or subsidiary that provides a base salary or hourly wage that is not materially less than your current base salary or hourly wage at the Company, as determined at the sole discretion of the Employee Benefit Plans Committee, and with a primary place of employment that is no more than 50 miles from your current primary place of employment with the Company. eligible employee An employee who qualifies for benefits under the plan by meeting the conditions described in Who Is Eligible, in Section 1. ERISA The Employee Retirement Income Security Act of 1974, as amended. service Your completed, active, continuous service with the Company, determined as the period beginning on your most recent date of hire and ending on your termination date. For this Plan, service includes all continuous periods of employment with The Boeing Company, an affiliate, or a subsidiary. termination date Your last day of employment on the Company payroll. week of pay If you are a full-time employee, week of pay means your weekly base earnings (as computed by your annual salary), excluding bonuses, overtime, shift differential, or other forms of ancillary pay. If you are a part-time employee, week of pay means your average hourly base earnings (excluding bonuses, overtime, shift differential, or other forms of ancillary pay) for the preceding 52 weeks multiplied by your average weekly scheduled hours for the preceding 52 weeks. If you have been employed by the Company for fewer than 52 weeks, the number of weeks you have been employed will be used for the calculation. Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Definitions 4-1

Contacts Section 5 Where to Get More Information If you have questions about... Contact... At... Eligibility and benefits Claim review Human Resources Generalist Global Compensation & Benefit Manager Jeppesen Sanderson, Inc. Jeppesen Sanderson, Inc. 55 Inverness Drive East Englewood, CO 80112 Phone: 303-328-4571 Fax: 303-328-4173 Appeal review Plan Administrator Employee Benefit Plans Committee The Boeing Company 100 North Riverside MC 5002-8421 Chicago, IL 60606-1596 Phone: 312-544-2297 Severance Benefit Plan Jeppesen and Affiliated Companies 2009 Edition A86392W Contacts 5-1