Non-Contributory Retirement Plan

Non-Contributory Retirement Plan Summary Plan Description 2008 Edition/Union-Represented Employees UAW 1069 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. Non-Contributory Retirement Plan 2008 Edition A12981W

Plan Highlights This booklet is a summary of the Non-Contributory Retirement Plan (Plan 005) (the Plan ). You may be eligible to participate in this Plan if you are an eligible employee of the Company who is represented by the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW), Local No. 1069. The Plan may be an important source of income for your future. It is intended to work with The Boeing Company Voluntary Investment Plan (VIP) and the Social Security program to provide retirement income. You are encouraged to build on this base through your own personal savings and investments. Company, as used throughout this booklet, refers to The Boeing Company, Integrated Defense Systems, Boeing Military Airplanes, Rotorcraft Systems, Philadelphia a division of The Boeing Company. Effective Date Since it was initiated in 1957, the Plan has been changed. The provisions described in this booklet are effective January 1, 2008, unless otherwise noted. If you started your benefit or ended your employment before January 1, 2008, your benefits may differ from the benefits described in this booklet. Exhibit 1 Key Features of the Plan The Company makes all contributions to the Plan. You are eligible to participate in the Plan immediately if you are on the active payroll, paid through the Company payroll system, and included in the bargaining unit as defined by the collective bargaining agreement. Pension benefits are calculated based on each year of credited service earned. You earn a right to your pension benefit after you complete five years of service. You may receive your vested Plan benefit at age 65 or you may retire as early as age 55 with 10 years of credited service and receive a reduced benefit. Several payment options are available. With certain exceptions, all options pay benefits monthly for your lifetime. Your pension benefits are insured, to certain limits, by the Pension Benefit Guaranty Corporation, a U.S. Government agency. Notice of Company Rights The Company fully intends to continue this Plan; however, the Company reserves the right to suspend, amend, change, modify, or terminate 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 and/or beneficiaries. Currently, the Company has delegated the authority to amend and administer the Plan to the Employee Benefit Plans Committee, appointed by The Boeing Company Board of Directors. As Plan Administrator, the Committee will apply the terms of the Plan and will, as appropriate, use its discretion in interpreting terms of the Plan when reviewing claims for benefits. The summary plan description booklet is not a guarantee of current or future employment or benefits. Receiving benefits under this Plan does not restrict the Company s rights to discharge any employee at any time. If you have questions about the information in this booklet, please call the Boeing Pension Service Center through Boeing TotalAccess at the telephone number listed below. Updates Periodically, the Company may add 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. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits i

Contact the Boeing Pension Service Center Through Boeing TotalAccess Boeing TotalAccess is your gateway to benefits information. You can access the Boeing Pension Service Center through Boeing TotalAccess at any time for many services. Boeing TotalAccess is available 24 hours a day, seven days a week on line and by telephone. On the Boeing Web: log on to https://my.boeing.com and click the TotalAccess tab. Then follow the links. On the World Wide Web: log on to www.boeing.com/express and follow the links. By telephone: call 1-866-473-2016. TTY/TDD services are available at 1-800-755-6363. You must have your BEMS ID number (or Social Security number) and Boeing TotalAccess password when you use the World Wide Web or telephone. This booklet summarizes the terms of the Non-Contributory Retirement 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 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. ii Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Table of Contents Eligibility and Participation.......................................... 1 Who May Not Participate............................................... 1 Your Responsibilities as a Plan Participant.................................. 1 Your Responsibilities When Applying for Plan Benefits......................... 2 Service........................................................ 2 Years of Service...................................................... 2 When You Become Vested... 3 Credited Service... 3 Uniformed Service... 4 Break in Service...................................................... 4 Reemployment and Service Restoration... 5 Reemployment After Retirement......................................... 6 Benefits.... 6 When You May Start Your Benefit................................... 7 Normal Retirement... 7 Early Retirement... 7 Late Retirement...................................................... 9 If You Continue Working After Normal Retirement Age... 9 Age 70½ Distribution Date............................................ 9 Disability Retirement... 9 If You Leave Before Retirement......................................... 10 Benefit Payments................................................ 11 Single Life Annuity.... 11 55 or 75 Percent Joint and Survivor Option................................ 11 Life Annuity With a 10-Year Certain Option................................. 12 Spousal Consent... 12 If You Do Not Choose a Payment Method................................. 12 Deferring Benefit Payments... 12 Payment of Small Benefits... 13 Qualified Domestic Relations Order...................................... 14 Preretirement Survivor Benefits.................................... 14 Postretirement Death Benefit...................................... 15 Circumstances That May Affect Your Benefits......................... 15 Claim and Appeal Procedure....................................... 16 Plan Amendment or Termination.................................... 17 Plan Information................................................. 18 No Contract of Employment............................................ 19 Participant Rights and Protections Under ERISA.... 19 Receive Information About Your Plan and Benefits......................... 19 Prudent Actions by Plan Fiduciaries... 19 Enforce Your Rights... 19 Assistance With Your Questions....................................... 20 Contacts...................................................... 20 Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits iii

Eligibility and Participation You are eligible to participate in the Plan if both of the following apply to you: You are a union-represented employee who is a member of UAW Local No. 1069. You are on the active payroll and paid though the Company payroll system. Who May Not Participate You are not eligible to participate in the Plan if any of the following applies to you: You are a nonunion employee. You are a member of a union that has not accepted the Plan. You are an employee of the Company, but at the time of your employment, you are a citizen or national of the United States and either You also are a bona fide resident of a foreign country, or You were hired directly by a foreign branch of a subsidiary or affiliate company to perform services outside the United States. You are a nonresident alien working for the Company, and you have no earned income from the Company for work performed in the United States. You are working in a capacity that, in the sole discretion of the Plan Administrator, is considered as contract labor or independent contracting. You are an employee of a subsidiary or affiliate of The Boeing Company for which the Plan has not been approved. You participate in another defined benefit pension plan or money purchase pension plan sponsored by the Company or an affiliate or subsidiary of the Company. You are considered a participant in another Company plan even if you are not earning benefits because of a limitation on benefit accruals. Your Responsibilities as a Plan Participant As a Plan participant, you have certain responsibilities, including understanding your benefits and how to apply for them. Additionally, you need to keep Boeing informed of your current address because it may be necessary for Boeing to contact you from time to time on matters relating to your pension benefit. Boeing TotalAccess, your gateway to benefits information, can help you. You may access Boeing Pension Plans Online through Boeing TotalAccess where you can Find information on Plan benefits. Request an estimate of your benefit or a benefit statement. Request a benefit commencement package, which includes the Commencement Election form you will need to begin your benefit payments. You may also call the Boeing Pension Service Center through Boeing TotalAccess and follow the prompts to obtain information from Boeing Pension Service Center representatives who can provide you with confidential information about your pension benefit. If they cannot answer your question immediately, they will research the issue and contact you when they have an answer. To use Boeing TotalAccess, you need your BEMS ID number (or Social Security number) and your Boeing TotalAccess Password. If you lose your password, contact Boeing TotalAccess on line, or by telephone, and follow the prompts. See Exhibit 9, on page 20, for contact information. When you become eligible to receive a pension benefit (see When You May Start Your Benefit, on page 7), you will be responsible for contacting the Boeing Pension Service Center through Boeing TotalAccess to request the forms to begin your benefit payments. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 1

Your Responsibilities When Applying for Plan Benefits It is your responsibility to apply for Plan benefits. Generally, you may request, on line or by telephone, your benefit commencement package as early as 90 days before, but no later than the first of the month before, your planned benefit commencement date. (Your benefit commencement date is the first day of the month in which you want benefits after you terminate your employment.) Follow these steps to apply: 1. Request your benefit commencement package. You may request your benefit commencement package up to 90 days before your benefit commencement date. You may request your package in one of two ways: Log on to https://my.boeing.com (on the Boeing Web) or www.boeing.com/express (on the World Wide Web) using your BEMS ID number (or Social Security number) and your Boeing TotalAccess password, or Call the Boeing Pension Service Center by calling Boeing TotalAccess and follow the prompts. Your benefit commencement package will be mailed to your address of record. You will need to provide Your BEMS ID number or Social Security number. Your Boeing TotalAccess password. The name and date of birth of your spouse, if applicable. 2. Review your benefit commencement package. The Boeing Pension Service Center will mail your benefits commencement package to your address of record. Carefully read through the materials in your benefit commencement package as soon as possible. You may need to allow time to gather documentation, such as proof of marriage and age for you and your spouse, if applicable. Depending on the form of payment you choose, you may need your spouse s consent, which will require your spouse s signature to be notarized by a notary public. If you have any questions, call the Boeing Pension Service Center immediately to avoid processing delays. 3. Return your completed forms and documentation. You must complete the required forms and return them, along with any requested documentation, according to the instructions in your benefit commencement package for payments to begin as scheduled. The forms must be received by the Boeing Pension Service Center before your benefit commencement date (for example, completed and signed forms need to be received by June 30 for a July 1 benefit commencement date), or your benefits may be affected. If you change your mind about commencing your pension or want to delay receiving your pension payments, you must notify the Boeing Pension Service Center in writing. The written notification must be received before your benefit commencement date. When you are ready for payments to begin, you must call the Boeing Pension Service Center to begin the process again. Note: Active employees must process their voluntary termination before pension payments can begin. Log on to Boeing TotalAccess (https://my.boeing.com). Click My Work and under Work Visibility and Actions, click Voluntary Termination and follow the instructions. Service How long you work for Boeing is important in determining both your eligibility for benefits and the amount of your benefits. In general terms, this section explains how your service affects your pension benefits. Your actual service under the Plan will depend on several factors, such as whether you have been employed with one or more covered groups over the course of your career and whether you participated in certain other Boeing-sponsored retirement plans during that time. Years of Service Years of service are used to determine whether you are eligible to receive a benefit, also known as becoming vested. When you become vested, you have the nonforfeitable right to receive your benefit or qualify upon reemployment for restoration of lost service (see page 5). This means you cannot lose your right to receive a benefit, even if your employment with the Company terminates. 2 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

You begin to accumulate years of service (also known as vesting service) when you begin your employment with the Company or an affiliate or subsidiary of The Boeing Company. Generally, you earn one year of service for each calendar year in which you have 1,000 hours of service, including periods during which you are on an authorized paid leave of absence. If you have fewer than 1,000 hours of service, the year will not be counted for vesting purposes. For service before January 1, 1976, your years of service equal your years of credited service earned through December 31, 1975, rounded to the next higher whole number. For purposes of determining whether you are vested in your retirement benefit, all of your service with the Company or an affiliate or subsidiary of The Boeing Company will be considered in determining years of service. Service with the joint venture United Launch Alliance, LLC (ULA), also counts for this purpose. You will have a break in service if you earn 500 or fewer hours of service in a Plan year. If you stop working for the Company (voluntarily or involuntarily) before you are vested, and you have five consecutive breaks in service years, then you will lose all years of service that you earned before termination. If you are rehired before five consecutive breaks in service years, then your prior service will be restored once you have completed an additional year of service. (See page 4 for more breaks in service rules.) When You Become Vested You become vested in the Plan after you meet one of the criteria specified in Exhibit 2. Exhibit 2 Vesting If your employment terminates for reasons other than death or retirement... You are fully vested if you earned... Before January 1, 1976 On or after January 1, 1976 On or after January 1, 1989 10 or more years of credited service 10 or more years of credited service or 10 or more years of service, if you earned fewer than 10 years of credited service 5 or more years of service Credited Service Credited service is used to calculate the amount of your pension. You will receive a full year of credited service during any calendar year in which you are credited with 1,700 or more hours. If you are credited with fewer than 1,700 hours during any calendar year, you will receive a partial year of credited service, rounded to the nearest 1/12 year. Credited service generally is earned based on actual hours worked. Credited service also is awarded for absences from work for the following reasons (at a rate of 40 hours per week, prorated on a daily basis, unless otherwise stated): Vacation, sick leave, and holiday hours paid for but not worked. Due to injury or disease sustained at the Company, if you are receiving workers compensation benefits, and if you normally would have been scheduled to work. Due to illness or injury, for the period during which you are receiving accident and sickness benefits as provided under a Boeing-sponsored group benefits plan. Disability (up to 1,700 hours per calendar year), if you are eligible for a disability benefit under the Plan; this will be credited until age 65, at which time your benefit will be recalculated based on total credited service. Active duty in the armed forces. Leave of absence for union business approved by the Company (up to five years), for the period you normally would have been scheduled to work. Layoff or approved medical leave of absence (up to 1,700 hours per calendar year), for the hours you were regularly scheduled to work, subject to the rules on the next page. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 3

If you accumulate more than 1,700 hours for the Plan year as a result of receiving credit for a layoff or authorized medical leave of absence, then any excess hours can be carried over to the next Plan year if the layoff or leave continues. Hours will not be credited for periods after you retire, lose seniority, or die. If you rehire and are again laid off in the next Plan year, these carryover hours will count toward the 1,700 maximum for the next Plan year. You will receive no more than one year of credited service per plan year, no matter how many hours you work or are scheduled to work. You will remain a participant in the Plan and continue to earn credited service for up to 90 days if you are temporarily classified as a nonunion employee. You will not receive credited service under any other plan for this same period. If this temporary classification lasts for more than 90 days, or if you are permanently reclassified as a nonunion employee, you will no longer earn benefits under the Plan after that date. You may also receive credit for service performed before the Plan was established in 1957. For this period, credited service was counted as the number of full calendar months of employment (in 1/12 increments) between your most recent hire date by the Company and the effective date of the Plan (January 1, 1957), if any. Uniformed Service If you take an approved leave of absence for service in the U.S. uniformed services (including the military, National Guard, and the Commissioned Corps of the Public Health Service) and have reemployment rights under the Uniformed Services Employment and Reemployment Rights Act (USERRA), the time you spend in the U.S. uniformed services will be used to calculate years of service and credited service under the Plan, in accordance with applicable law. You must meet the requirements of USERRA, including notice to the Company, and return to employment within the prescribed time periods. For more information about how service in the uniformed services affects your Plan benefit, call the Boeing Pension Service Center at the number on page 20. Break in Service A break in service occurs when you have 500 or fewer hours of service in a Plan year. A break in service may result in a cancellation of service if you are not vested in your benefit, and either You voluntarily or involuntarily stop working for the Company, or You lose your leave of absence status before you return to work. For purposes of determining whether a break in service has occurred, you may be credited with up to 501 hours of service if you are absent from work due to one of the following: Pregnancy, Childbirth, Adoption (including placement for adoption) of a child, Caring for a child immediately following birth or adoption, or Leave under the Family and Medical Leave Act of 1993. You will be credited with these hours of service in the Plan year in which the absence begins, unless they are not needed to avoid a break in service for that year. Under those circumstances, these hours of service will be credited to the following Plan year, if needed. Credit will be granted under this provision only if you furnish information to the Boeing Pension Service Center that your absence from work was for one of the above reasons. You also must state the number of days attributed to the absence. 4 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Cancellation of Service Examples Example 1: Assume you are not vested and you quit your job on February 1, 2007, with fewer than 500 hours of service for the year. Because you have fewer than 500 hours, a break in service occurs for 2007. On December 31, 2007, you will lose credit for any hours earned under the Plan in 2007 and earlier years. Example 2: Assume you are not vested and you quit your job on May 1, 2007, with 680 hours of service for the year. Because you have more than 500 hours in 2007, a break in service does not occur until 2008. On December 31, 2008, you will lose credit for any hours earned under the Plan in 2007 and earlier years. However, service may be restored if you are reemployed, as explained next in Reemployment and Service Restoration. Reemployment and Service Restoration If you leave the Company and are rehired before the loss of service actually occurs, your years of service and credited service will not be canceled. You will become a participant in the Plan immediately on being rehired, provided that you are an eligible employee. If you experience a break in service, lose your years of service and credited service, and then are reemployed, your service may be restored under certain circumstances. Restoration of service will occur only if you fully meet the appropriate requirements explained in Exhibit 3. If you are rehired and your years of service and credited service are not restored, you will become a participant in the Plan immediately on being rehired, provided that you are an eligible employee. Exhibit 3 Restoration of Service If you were not vested and ended employment... Your service for the earlier period is reinstated if... On or after January 1, 1989 The number of consecutive one-year breaks in service is less than five, and You complete one year of service following reemployment Between January 1, 1987, and December 31, 1988 Between January 1, 1976, and December 31, 1986 The number of consecutive one-year breaks in service is less than your years of service lost due to termination, or less than five, whichever is greater, and You complete one year of service following reemployment The number of consecutive one-year breaks in service is less than your years of service lost due to termination, and You complete one year of service following reemployment If you were reemployed after a pre-1976 layoff and were not vested, your service earned before 1976 will be reinstated if both of the following apply to you: You were reemployed by the Company within six consecutive years after the layoff period began You were on the active payroll on or after January 1, 1987 Restoration of Service Example Example: Assume you are not vested and you quit your job on November 1, 2007, with 1,700 hours of service for the year. Because you have more than 1,000 hours in 2007, you have earned a year of service. Because you have 1,700 hours, you have also earned a year of credited service. On December 31, 2008, however, you will lose credit for these hours earned under the Plan (and any earlier years) since you left the Company before becoming vested. If you rehire before December 31, 2012 (before a five-year break), and work an additional year, you may be eligible to have these hours restored. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 5

Reemployment After Retirement If you return to work for the Company or become employed by an affiliate or subsidiary of The Boeing Company after you start your pension, your monthly pension benefits will be discontinued. Benefits suspended during a calendar month of reemployment in which you complete fewer than 40 hours of service will be paid to you on subsequent retirement. If you are reemployed, resume participation in the Plan, and earn additional benefits during that time, your monthly retirement benefit payment will be based on aggregate credited service earned during both the current and previous periods of employment, adjusted by a factor for the retirement benefit previously received. If you are reemployed by the Company (or affiliate or subsidiary of The Boeing Company) and become a participant in a different plan, your credited service under this Plan will not be affected. If you die while you are reemployed, benefits may be payable to your spouse according to the following guidelines: If you elected a joint and survivor annuity (described on page 11) at the time of your original retirement, payment to the spouse you had when you made the election, if surviving, will begin on the first of the month following your death. If you earned additional benefits during a period of reemployment, your spouse will receive benefits (described above) based on your period of reemployment beginning the first day of the month following your death. Benefits The Plan determines your monthly pension benefit based on a flat amount per year of credited service. This dollar amount varies depending on your termination date, as shown below. Exhibit 4 Monthly Benefit Amount Termination Date Flat Dollar Amount Per Year of Credited Service On or after April 1, 2006 $70 October 1, 2002 March 31, 2006 $58 January 1, 2000 September 30, 2002 $50 January 1, 1996 December 31, 1999 $40 Before January 1, 1996 Contact the Boeing Pension Service Center If you terminate the month before the effective date and start your pension on but not after the effective date, you will be eligible for the rate increase. Your monthly benefit amount may be subject to reduction for payment under the surviving spouse provision (see page 11), or for retirement before age 60, as explained in Exhibit 5 on page 8. Total benefits payable from the Plan and other defined benefit pension plans sponsored by Boeing are limited by regulations issued by the U.S. Government. You will be notified if these limits affect you. If you no longer participate in the Plan, but you are employed by The Boeing Company or an affiliate or subsidiary (or ULA), then you will continue to be eligible for increases in the multiplier above until you terminate employment. Your benefits will be reduced if you start your pension before age 60 (or age 62 if your termination was before January 1, 2000). If you have less than 10 years of credited service, you are not eligible to start your vested benefit before age 65. 6 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Monthly Benefit Formula Example* Assume you were born on June 1, 1942. You retire at age 65 on June 1, 2007. You have 30 years of credited service. You choose a single life annuity as the payment option. Your pension benefit would be calculated as follows: Years of credited service 30 Monthly benefit as of October 1, 2002 x $70 Monthly benefit = $2,100** *This example is for illustrative purposes only. **Benefit will be reduced if you retire early or if you choose a payment option other than a single life annuity. When You May Start Your Benefit Normal Retirement Normal retirement age is age 65. Your normal retirement date is the first day of the month on or following your retirement. You may retire before or after your normal retirement date, depending on your age and years of service. These provisions are described in the following section. Early Retirement You may start your benefit as early as age 55. If you are younger than age 62, you must have 10 or more years of credited service under the Plan. The amount of Plan benefit you receive depends on when you start your benefit. If you start your pension at age 60 or older (age 62 if you terminated employment before January 1, 2000), you will receive your entire Plan benefit. If you start your pension between ages 55 and 60 (age 62 if you terminated employment before January 1, 2000), your benefits will be reduced. This age-related adjustment is made to your benefit because payments are expected to continue over a longer period of time. The early retirement adjustment schedules are shown in Exhibit 5. Provided you meet the criteria outlined in Exhibit 5, you may start your benefit as early as age 55 under the Plan. You also may qualify for a level income special allowance (LISA). Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 7

Exhibit 5 Early Retirement Benefit If your age is between... And your years of credited service is... Then your monthly early retirement benefit is... 55 60 10 or greater An immediate benefit based on your years of credited service but reduced to reflect your age at the time benefits begin (see Reductions for Early Retirement below), or An immediate benefit based on your years of credited service (payable until age 62) but reduced to reflect your age at the time benefits begin, plus $96 reduced by 0.5 percent for each month your age is less than age 62 (including the month in which you turn 62). Following age 62, your benefit will be based on your years of credited service, less $96. This option is not available if your monthly payment after reaching age 62 would be less than $15. This is known as the Adjusted Early Retirement Benefit. A deferred benefit payable at age 62. 58 62 30 or greater* An immediate benefit based on your years of credited service but reduced to reflect your age at the time benefits begin (see Reductions for Early Retirement below), plus a LISA payment of $550 per month up to a specified age (see LISA Payments below) 60 62 20 or greater* An immediate benefit based on your years of credited service, plus a LISA payment of $550 per month up to a specified age (see LISA Payments below) 60 65 10 or greater Based on your years of credited service (see Reductions for Early Retirement below) 55 65 Less than 10 Not eligible for early retirement benefit, must start your benefit at age 65 * Credited service for LISA will include only service earned under the Plan and not credited service earned under another plan sponsored by The Boeing Company or an affiliate or subsidiary. Reductions for Early Retirement If you select an early retirement option for which your benefits are reduced to reflect your age at the time benefits begin, the following percentages generally will determine the amount of your payment. Your actual reduction percentage will be calculated using your age in years and full months at the time of early retirement. These actuarial reductions apply to participants terminating employment on or after January 1, 2000. Age at Retirement 55 56 57 58 59 60 or older Percentage of Normal Requirement Benefits 90 92 94 96 98 100 LISA Payments* Your LISA payments are limited to a specified period before Social Security benefits begin. This period applies to retirees as follows: If your birth year is 1943 through 1945 1946 and later Your LISA benefit will continue until Age 62 and 6 months Age 62 If you retired or if you terminated employment before January 1, 2000, your reduction for early retirement and your LISA payment end date may be different * You must provide the Plan Administrator with a notarized certification that you are not receiving Social Security benefits reduced for age to extend beyond age 62. 8 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Late Retirement The Plan provides for a late retirement benefit if you continue to work after you become eligible for normal retirement. This benefit is calculated in the same manner as a normal retirement benefit. It begins on the first day of the month on or after your termination date or after your 70½ distribution date, whichever is first. If You Continue Working After Normal Retirement Age If you continue working for the Company after you become eligible for normal retirement, you will continue to earn credited service under the Plan. You will not begin to receive any benefit payments until you actually retire from the Company or you reach your age 70½ distribution date, whichever is first. If you work for the Company after becoming eligible for normal retirement, you will experience what the U.S. Department of Labor considers a suspension of benefits. This means that during the period you work between normal retirement age and your age 70½ distribution date, you will not receive pension benefits even though you are eligible to retire and could elect to receive your benefits if you did. In general, your benefits will not begin before your age 70½ distribution date unless you retire. Age 70½ Distribution Date Benefits under the Plan must begin by April 1 following the calendar year in which you reach age 70½, even if you are still working for the Company. This is known as the age 70½ distribution date. If you are an active employee on your age 70½ distribution date, you will begin to receive a monthly benefit equal to your years of credited service times your monthly benefit amount, payable in the form of a single life annuity. However, you may elect the life annuity with a 10-year certain option. Under this option, your payments will be made in the form of a single life annuity while you are working. If you are married and elect the 10-year certain option, your spouse must consent to your election. If you continue to work past your age 70½ distribution date, you will continue to earn credited service. Each January 1, your benefit will be recalculated to reflect the credited service you earned during the prior year and to reflect the payments you have received since your age 70½ distribution date. If your benefit increases because of this annual recalculation, you will receive the greater benefit. If the net effect of this recalculation would reduce your benefit, there will be no change in your benefit payment amount. When you start your benefit, you may elect to receive the remainder of your benefit in any form of payment available under the Plan. If you die while actively employed by the Company, your spouse (if you have one) will automatically receive a monthly benefit equal to a 55 percent joint and survivor option, calculated as if you had terminated employment and commenced benefits as of the first day of the month following the date of your death. However, if you originally elected the life and 10-year certain option when you attained age 70½, your beneficiary will receive adjusted monthly payments beginning on the first of the month following your date of death and ending at the end of the 10-year period. Before you become eligible for an age 70½ distribution, the Plan Administrator will notify you about the forms of payment for which you are eligible and the amount of your benefit. If you want to elect a form of payment other than the 55 percent surviving spouse option (to be payable if you die while actively employed by the Company), you must make the election within the time period specified in the notice. If you have any questions, contact the Boeing Pension Service Center through Boeing TotalAccess. Disability Retirement You will qualify for disability retirement benefits if you become totally and permanently disabled while an active employee of the Company or while on an approved leave of absence. The Plan will pay disability retirement benefits if you meet all of the following conditions before you reach age 65: You have completed six consecutive months of absence for medical reasons. You have earned 10 or more years of credited service in the Plan. You formally apply for disability retirement by submitting the necessary forms to the Boeing Pension Service Center. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 9

You should contact the Boeing Pension Service Center through Boeing TotalAccess to ask about disability retirement benefits under the Plan at the same time you apply to the Social Security Administration for disability benefits. You are considered totally and permanently disabled when the Company has satisfactory proof that you are wholly and permanently prevented from engaging in any occupation or employment for pay or profit as a result of a bodily injury or disease (either occupational or nonoccupational in nature). However, after becoming disabled, you may work in a job that the Company believes to be for the purposes of rehabilitation. If you are receiving Social Security disability benefits, your benefits under this Plan will end if your Social Security disability benefits end. The Company may ask you to provide proof that you are continuing to receive Social Security disability benefits. Once you reach age 65 and are still considered disabled, your benefit will be recalculated based on total credited service (including any service you accrued while you were receiving disability retirement. If You Leave Before Retirement If you stop working for the Company before you become eligible to start your pension but after you become vested, you may claim the vested benefits you have earned according to the criteria specified in Exhibit 6. Exhibit 6 Benefit Claims for Terminated Employees If your employment terminated for reasons other than death or retirement... And you had earned... Then you are entitled to monthly retirement benefits once you reach age... Before January 1, 1976 On or after January 1, 1976 On or after January 1, 1976 10 or more years of credited service 10 or more years of credited service Fewer than 10 years of credited service but 10 or more years of service 62 55 65 On or after January 1, 1989 5 or more years of service 65 You may select from the same payment options that would be available to you if you were retiring from active employment. The amount of your monthly benefit is determined by your years of credited service and the monthly benefit rate at the time your employment ends. If you claim vested benefits before you are eligible for normal retirement, the benefits may be reduced to account for the longer time over which they may be paid. To have vested benefits begin before age 65, you must satisfy at least one of the conditions required for early retirement as described on page 7. Benefits payable to your surviving spouse will be reduced more if you are a vested former employee. For more information regarding these reductions, contact the Boeing Pension Service Center through Boeing TotalAccess. 10 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Benefit Payments The payment methods available under the Plan include the following: A single life annuity. A 55 percent joint and survivor option, if you are married. A 75 percent joint and survivor option, if married and start your pension on or after January 1, 2009. A life annuity with a 10-year certain option. After your benefit commencement date, you may not change the method of payment regardless of changes in your marital status. Single Life Annuity Under this payment method, you will receive a monthly benefit payment that will continue for your lifetime. No benefit payments are made after your death. If you are married and want to elect this option, you must have your spouse s written consent. Your spouse must sign a spousal consent form, which must be notarized by a notary public. 55 or 75 Percent Joint and Survivor Option You must be married to choose the 55 or 75 percent joint and survivor option. The 75 percent joint and survivor option is offered to anyone who starts their pension on or after January 1, 2009. Under this payment method, you receive a monthly benefit payment for the rest of your life. If you die before your spouse does, your surviving spouse will receive a percentage of your monthly benefit for their life. If you are receiving a disability retirement benefit and die before age 55, your surviving spouse s benefit will not start until you would have reached age 55. (Spouse means the person to whom you are married when you begin receiving payments, regardless of any changes in marital status after retirement.) The percentage will be the amount you specified on the Commencement Election form (either 55 percent or 75 percent). If you want to elect the 75 percent joint and survivor option, you must have your spouse s written consent. Your spouse must sign a spousal consent form, which must be notarized by a notary public. Because the Plan is paying a benefit over the lifetimes of two people, the initial monthly benefit amount is smaller than it would be if it were paid as a single life annuity, as shown in Exhibit 7. However, if your spouse dies before you do, or if your spouse s right to a portion of your benefit is eliminated because of a qualified domestic relations order, your benefit will revert to the higher single life annuity for the rest of your life, beginning on the first day of the month after the death of your spouse or the effective date of the qualified domestic relations order. The following example shows how the reduction factors work, assuming a $1,000 monthly single life annuity. Exhibit 7 Comparison of Payment Methods The following are sample monthly payments for you and your spouse. These sample payments assume you commence your benefits at age 65. These amounts are for illustration only, have been rounded to the nearest whole dollar, and may not reflect your actual payment. Method Monthly Amount to Retiree for Life Monthly Amount to Spouse* After Retiree s Death Single life annuity $1,000 $0 Surviving spouse option 55% option $950 $523 75% option $876 $657 Life and 10-year period certain option $950 $950** * For illustration purposes, this assumes you name your spouse as your beneficiary and that you and your spouse are the same age. Adjustments are made if your spouse is younger or older by 10 years or more. ** This monthly benefit amount continues to the beneficiary you named for the balance of the 10-year period. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 11

Life Annuity With a 10-Year Certain Option The life annuity with a 10-year certain option guarantees a monthly pension benefit for your entire life. In addition, if you die within 10 years after your benefit payments begin, your beneficiary will receive the same monthly benefit amount for the rest of the 10-year period. For example, if you elect this option and die seven years after your benefit payments begin, your beneficiary will receive the same monthly benefit amount for the remaining three years of the guaranteed period. You may not choose this option if you start your benefit due to disability. If you are married and want to elect this option, you must have your spouse s written consent. Your spouse must sign a spousal consent form, which must be notarized by a notary public. With this option, the monthly benefit amount is smaller than it would be if it were paid as a single life annuity because it is guaranteed for a certain period of time. Spousal Consent If you are married and choose any payment option other than the 55 percent joint and survivor option discussed above, you must have your spouse s written notarized consent. You must have your spouse s written, notarized consent on the Commencement Election form to elect the following options: Single life annuity. 75 percent joint and survivor annuity. Life annuity with 10-year period certain option. If You Do Not Choose a Payment Method If you do not specify a payment method on your form before you retire and You are single: you automatically will receive a single life annuity. You are married: you automatically will receive benefits according to the 55 percent joint and survivor option. Deferring Benefit Payments You may choose to delay receiving your benefits after you leave the Company, although payments must begin no later than the first day of the month after you reach age 65. If you delay, you must contact the Boeing Pension Service Center through Boeing TotalAccess to initiate payments at least 90 days before when you want to begin receiving benefit payments. You should carefully consider the consequences of whether to start your benefits now versus later. In deciding whether to defer your benefits, you should consider factors such as the following: Reductions in the monthly benefit for early retirement, Actuarial subsidies for early retirement, Taxes that you might owe on your benefits, Survivor options and the ability to designate a beneficiary, and Anticipated life expectancy. For example, if you start your benefit now, you will likely pay income taxes now. Also, the amount of your monthly benefit may be reduced to reflect the earlier retirement (see page 7). If you defer your benefit, you will delay paying income taxes, although you might lose the value of an early retirement subsidy. You should also consider how benefits will be paid if you die before starting retirement payments (see page 14). For example, preretirement death benefits are generally payable to a surviving spouse in annuity form. There is no preretirement death benefit for an unmarried participant. If you are unmarried, then once you start your benefit you will be able to elect an optional form that provides a monthly benefit to your nonspouse beneficiary. 12 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Payment of Small Benefits If the total value of your benefit is $5,000 or less when you (or your surviving spouse) are eligible to receive it, the plan automatically will pay you a lump sum. See Exhibit 8 for details on rolling over immediate lump-sum distributions. Exhibit 8 Eligible Rollover Distributions For Payment of Small Benefits or Immediate Lump-Sum Payments Only You or your beneficiaries (your surviving spouse or former spouse under a qualified domestic relations order) may roll over certain eligible rollover distributions (lump-sum payments) from the Non-Contributory Retirement Plan to another employer s qualified plan (including 401[a], 403[a], certain governmental 457[b] plans, or 403[b] annuity contracts) or to an individual retirement arrangement (IRA), if the plan or IRA accepts rollover amounts. Under Federal law, plans are not required to accept rollovers; therefore, you must check to find out whether the new plan receives rollovers. Amounts rolled from one type of plan to another may be subject to different distribution restrictions and tax rules after the rollover. You may also be able to do a rollover to a Roth IRA, if you determine that your adjusted gross income is below $100,000. An amount rolled over to a Roth IRA is subject to income tax (unlike other rollovers). However, it is not subject to the 10 percent early distribution penalty tax described below. If you do not elect to roll over your lump-sum (or similar) distribution directly from this Plan, your distribution will be subject to a 20 percent withholding tax. Payments also may be subject to a 10 percent early withdrawal penalty (see below). Distributions that are not eligible for rollover include Lifetime annuity options. Annual distributions totaling less than $200 in a calendar year. Distributions you receive because you have reached age 70½. At the time your benefit becomes eligible for distribution, you have the choice of how the benefit will be distributed. If your distribution is an eligible rollover distribution, you must decide whether to roll over the payment to an IRA or another eligible retirement plan or to receive the payment in cash. By electing to roll over the lump-sum payment, you avoid the 20 percent withholding tax on the amount transferred. The plan receiving the direct rollover can be either a qualified rollover IRA or another employer s qualified retirement plan that accepts rollover contributions. Your payment may not be rolled over to a Savings Incentive Match Plan for Employees of Small Employers (SIMPLE) IRA, or a Coverdell Education Savings Account (formerly known as an education IRA). If you do not elect a direct rollover and instead take the distribution in cash, you will receive 80 percent; the remaining 20 percent will be withheld for Federal income tax. You still will have 60 days from the date you receive the check to change your mind and roll over part or all of the distribution, including the amount withheld for taxes. However, to roll over the entire amount, including the 20 percent withheld, you will have to supply the money to cover the amount withheld. The amount withheld will be an advance payment to the Internal Revenue Service of the Federal income taxes you may owe for the year of the distribution. In addition, any lump-sum (or similar) distribution that is not rolled over is subject to a 10 percent early distribution penalty tax, unless You are age 55 or older at the time of separation from service. You are age 59½ or older at the time of distribution. The distribution was due to death or total and permanent disability. The money was distributed under a qualified domestic relations order. You have deductible medical expenses that exceed your retirement payments. If you were born before January 1, 1936, and you have been in the Non-Contributory Retirement Plan for at least five years, or if you were a participant in the Plan before 1974, you may qualify for special tax treatment on lump-sum distributions. Please consult your tax adviser or ask the Plan Administrator for more information. If your distribution is eligible for a direct rollover, you will receive a notice explaining the tax consequences of not making a direct rollover. You will have at least 30 days to make your election. If your benefit is $5,000 or less, you may waive the 30-day election period by returning your completed election forms to the Boeing Pension Service Center. Your election must be in writing on the form designated by the Plan Administrator. You should consult a qualified tax adviser before making a benefit distribution election. There is no guarantee that the tax treatment of benefits will not be altered by future changes in tax laws or regulations. State tax rules also may apply. Only a qualified tax adviser can help you with how current or future tax laws, regulations, or rules may affect your specific situation. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 13

Qualified Domestic Relations Order Federal law protects your benefits under the Plan from assignment and transfer to others. However, the Retirement Equity Act of 1984 specifically provides that this protection does not apply to a qualified domestic relations order (QDRO). A QDRO is a judgment, decree, or order that relates to divorce decrees, property settlements, and child support orders. If a court order of this type is received, you will be advised in writing. For additional information regarding QDROs, please contact the Boeing Pension Service Center. You may obtain a copy of the Plan s general procedures governing QDROs without charge on line or by contacting the Employee Benefit Plans Committee at The Boeing Company, 100 North Riverside, MC 5002-8421, Chicago, IL 60606-1596. Preretirement Survivor Benefits If you are vested and die before your benefit payments begin, your surviving spouse may be eligible for a lifetime benefit under the Plan. Your spouse must provide copies of birth, marriage, and death certificates. Generally, your spouse may receive preretirement survivor benefits as follows: If your death occurs after you are eligible to start your pension benefit, this spousal benefit will be payable to your spouse on the first day of the month following your death. If your death occurs before you are eligible to start your pension benefit, this benefit will become payable to your spouse on the later of The first day of the month following your death. The first day of the month that coincides with or immediately follows the date you would have been eligible to start your benefit. Your spouse also may elect to defer payments, though not beyond the date you would have reached age 65. The amount payable to your spouse will be based on whether you were retirement-eligible or not retirement-eligible when you die. If your death occurs after you are eligible to start your pension benefit, your spouse s benefit will be calculated as if you had elected to start your benefit the day before your death and you elected to receive a 55 percent joint and survivor option. Your spouse s benefit will be reduced by the early retirement adjustment factors and actuarially adjusted for the 55 percent joint and survivor option. If your death occurs before you are eligible to start your pension benefit, Your spouse s benefit will be calculated when your employment has ended, and you elected to receive a 55 percent joint and survivor option. Your spouse s benefit will be reduced by the early retirement adjustment factors and the 55 percent joint and survivor factor. Preretirement Survivor Benefit Example* This example assumes that the employee is vested and dies before age 55. The benefit is determined as payable to the survivor when the employee would have reached age 55. Monthly Early Retirement Benefit as of Date of Death Early Retirement Factor (age 55) 95% Surviving Spouse Factor 55% Joint and Survivor Annuity Benefit Payable to Survivor *This example is for illustrative purposes only. $1000 0.95 $950 0.95 $902.50 0.55 $496.38 14 Your Benefits Non-Contributory Retirement Plan 2008 Edition A12981W

Postretirement Death Benefit If you die while receiving retirement benefits or disability retirement benefits from the Plan, your beneficiary will be eligible to receive a $2,000 death benefit when you die. The benefit will be paid as a single lump sum following your death to the person you designate as your beneficiary on the forms provided by the Boeing Pension Service Center. If you do not designate a beneficiary, or the beneficiary you designate dies before you, the benefit will be paid to your spouse if you are married, to your estate if you are not married, or to any other relative the Plan Administrator may determine, in that order. The postretirement death benefit is in addition to benefits continued under applicable surviving spouse payment methods, if any, as explained on page 11. Vested former employees and employees who are not represented by a union that accepted the Plan when they retired are not eligible for the postretirement death benefit. Circumstances That May Affect Your Benefits Under certain conditions, you may not receive pension benefits, you may receive fewer benefits than you expected, or your benefit payments may be delayed. Here are some examples of such cases. If you fail to meet the eligibility requirements of the Plan, you will not earn benefits (see page 1). If your employment terminates before you are vested, no benefits will be payable (see page 3). If you do not use the designated forms from Boeing Pension Service Center or complete them in a timely manner, benefits could be delayed. If you do not meet retirement age requirements, no vested benefits will be payable until you do (see page 8). If you retire before age 65, your benefit will be reduced to reflect your early retirement. If you experience a layoff or your employment terminates, your benefits could be affected. If you receive a single life annuity, benefits will stop when you die. If you receive a life with 10-year certain, benefits will stop at the end of the 10-year period if you die before then. If you (or your beneficiary) fail to make a timely appeal of denied benefits, no benefits will be payable (see page 16). If you are subject to a qualified domestic relations order, a portion of your benefit could be paid to an alternate payee. If you are not eligible for a particular benefit because you retired before that benefit became effective or because you are a vested former employee, that benefit will not be payable. If you fail to keep the Company informed of your current address, your benefits may be affected. If you experience a break in service and do not return to work, or you are rehired after a break in service but do not meet the necessary requirements for restoration of service, benefits in which you are not vested will not be payable (see page 4). If you are affected by the Federal law that limits the amount of benefits that may be received from a qualified pension plan, your benefits may be limited. In particular, for 2009, no more than $245,000 of annual compensation may be considered in determining your benefit. Also, in 2009, your annual benefit will be limited to the lesser of $195,000 or 100 percent of your average compensation during your highest three years. These limits may be adjusted periodically for changes in the cost of living and may be adjusted depending on the form of benefit you select and date you start receiving benefits. If the Plan terminates, your benefits are guaranteed by the Pension Benefit Guaranty Corporation up to certain limits (see Plan Amendment or Termination on page 17). If your Plan benefit is more than the PBGC limits, you may not receive the entire benefit you have earned. The Company does not guarantee any of the benefits payable under the Plan. If you have questions concerning your application or would like additional information, please call Boeing Pension Service Center through Boeing TotalAccess. In addition, if you have an issue regarding your benefit or your right to receive a benefit under the Plan, this often can be resolved by calling the Boeing Pension Service Center through Boeing TotalAccess and discussing the situation with a representative. If the issue is not resolved through an informal process, you may file a formal claim. Non-Contributory Retirement Plan 2008 Edition A12981W Your Benefits 15