AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES OF

Exhibit 10.1

SUPPLEMENTALEXECUTIVERETIREMENTPLAN FOR EMPLOYEES OF THE BOEING COMPANY

(AsAmendedandRestatedasofJune23,2026)

TABLE OF CONTENTS

SECTION1.PURPOSEOFTHE PLAN

The Supplemental Executive Retirement Plan for Employees of The Boeing Company was originally effective January 1, 1999.Prior to 2008, the plan provided two separate benefits to participants, the Supplemental Benefit and the Excess Benefit.The purpose of the Supplemental BenefitistoprovideretirementbenefitstosupplementthebenefitsprovidedbythePensionValue Plan,foraselectgroupofmanagementorhighlycompensatedemployeesofTheBoeingCompany and its Affiliates or Subsidiaries who are participants in the Pension Value Plan.The purpose of the Excess Benefit component is to provide restoration and excess benefits to eligible employees of The Boeing Company and its Affiliates or Subsidiaries who are participants in the Pension ValuePlan.EffectiveJanuary1,2008,foreaseofcommunicationswithparticipants,theplanwas restated to merge both components into a single SERP Benefit.This change was not intended to have a substantive impact on participant benefits.

The adoption of the Plan is not intended to result in any duplication of benefits by awarding additional benefits for any period of service with the Company for which the participant is otherwiseentitledtobenefitsunderanothernon-qualifiedplan.ThePlanAdministratorwillhave sole and absolute discretion in determining whether an adjustment in benefits under this Plan is necessary to prevent a prohibited duplication of benefits.

The Plan was restated effective January 1, 2008 to comply with section 409A of the Internal Revenue Code of 1986, as amended.The Plan was restated effective January 1, 2009 to make additional clarifying changes.

ThePlanwasrestatedeffectiveasofMay1,2013tomakeDesignatedDomesticPartnersandsame sex Spouses eligible for pre-commencement survivor benefits and optional forms of benefit with asurvivorannuityunderthePlan.TheseDesignatedDomesticPartnerbenefitswerediscontinued forParticipantswhoseCommencementDate(orpre-commencementdeath)occurredafterJanuary 1, 2017.Effective June 1, 2021, Designated Domestic Partner benefits are again available, on a prospective basis, to Participants who have a Designated Domestic Partner and whose CommencementDate(orpre-commencementdeath)occursonorafterJune1,2021,andthePlan is hereby amended and restated effective June 1, 2021 to provide such benefits.

ThePlan was herebyrestated effectiveJune23, 2026, to reflect:

(a)    the amendment effective October 31, 2025, in connection with the divestiture of portionsoftheBoeingDigitalAviationSolutionsbusiness,inaccordancewiththe Membership Interest Purchase Agreement among The Boeing Company, JNPR Aero, LLC and Project Maroon, LLC dated April 22, 2025, as amended by an Amendment No. 1 dated July 10, 2025 (the “Jupiter Agreement”), to allow a ContinuingEmployee(asdefinedundertheJupiterAgreement)whoiseligiblefor a benefit under the Plan to age into early retirement eligibility under the Plan providedthatsuchContinuingEmployee(a)asoftheClosingDatehascompleted at least the required years of qualifying service and is at least age forty-nine (49), and(b)remainscontinuouslyemployedwithBuyeranditsAffiliates(includingthe CompanyandtheTransferredSubsidiariesasdefinedundertheJupiterAgreement) fromandaftertheClosingthroughtheattainmentofagefifty-five(55)orwho

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attains age fifty-five (55) within a period of involuntary layoff by Buyer (from Buyer controlled group of corporations) consistent with a layoff bridge (if any) providedforunderthePlan,subjecttoandinaccordancewiththetermsofthePlan;

(b)    themergerofcertainBoeing-sponsoredpensionplansintothePensionValuePlan effective at 11:59 pm, December 31, 2025; and

(c)    certainchangesintheadministrativeandamendmentauthorityunderthePlan effective June 23, 2026.

Notwithstanding any provision in thePlan to thecontrary, effective December 31, 2015, benefits will cease to accrue under the Pension Value Plan (other than the allocation of Interest Credits to theextentrequiredunder Section4.2ofthePensionValue Plan).Toreflectthischange,benefits will cease to accrue under this Plan as of December 31, 2015 (other than as attributable to such Interest Credits).

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SECTION2.DEFINITIONS

ExceptasotherwisespecifiedinthisSection,capitalizedtermshavethesamemeaningasprovided for those terms under the Pension Value Plan.

ActuarialEquivalentor ActuariallyEquivalent –means an amountof equalvalue determined as follows:

(a)    For purposes of calculating a lump sum, the Actuarial Equivalent will be determinedonthebasisoftheinterestandmortalityassumptionsusedtocalculate lump sum benefits under the PVP, as it shall be amended from time to time.

(b)    ForpurposesofcalculatingaSurvivingSpouseOptionorDomesticPartnerOption, the Actuarial Equivalent will be determined on the basis of a 6% interest rate and theRP-2000mortalitytable,mixedcollar,projectedto2015usingScaleAA,with a 50/50 male/female blend.

Affiliate or Subsidiary – means a member of a controlled group of corporations (as defined in Code section 1563(a), determined without regard to Code sections 1563(a)(4) and (e)(3)(C)), agroupoftradesorbusinesses(whetherincorporatedornot)whichareundercommoncontrol within the meaning of Code section 414(c), or an affiliated service group (as defined in Code sections 414(m) or 414(o)) of which The Boeing Company is a part.

BenefitService–meanstheBenefitServicerecognizedunderthePVP,exceptasmodifiedbelow.

IfaParticipanthascommencedabenefitunderthisPlanfollowingadeemedSeparationfrom Service under Code section 409A due to an Authorized Period of Absence classified as Pre- Retirement Leave, additional Benefit Service will not be recognized during this Authorized Period of Absence.Nor will Benefit Service be recognized for a period of reduced services, where a Participant Separates from Service due to a reasonably anticipated permanent reduction in services of at least 50 percent (for reasons other than an Authorized Period of Absence).

Code–meansthe InternalRevenueCodeof1986,asamended.

CommencementDate–meansthedateasofwhichanEmployee’spaymentscommenceunder

Section6.A.2.ofthisPlan.

Company – means The Boeing Company, its successors in interest, and its Affiliates and Subsidiaries.

Compensation–meansannualizedbaserateofpayfromtheCompany.

ElectedExecutive–meansanEmployeewhois elected asanexecutiveofficeroftheCompany.

E-SeriesPayroll–meanstheexecutivedesignationoflevelE1toE6attheCompany.(Solelyto avoid confusion, effective August 15, 2022, the Company replaced the "E-Series Payroll" designation with the "US Executive Payroll".)

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Employee–meansanypersonwho isemployedasacommonlawemployeeoftheCompany.

ExcessBenefit–meansthebenefitsprovidedbySection5ofthisPlan.EffectiveasofDecember 31, 2015, theExcess Benefit will ceaseto accrue underthis Plan(otherthan as attributableto the allocation of Interest Credits under the PVP).

FinalAveragePay–meansthegreaterofthefollowing:

(a)    thehighestfivecompletedconsecutivecalendaryearsofCompensationdividedby five, or

(b)    thedailyCompensationreceivedduringthelast1,825daysbeforetheParticipant’s Termination of Employment, divided by 1,825 and multiplied by 365 or, if a Participant has less than 1,825 days between his or her Employment Commencement Date and his or her Termination of Employment, the Compensation received during that period divided by the number of days in that period and multiplied by 365.For purposes of this calculation, February 29 and March 1 of any leap year shall be treated as one day.

For purposes of computing Final Average Pay, periods during an Authorized Period of Absence generally will be included as if the Participant were compensated at the rate of pay heorshewasreceivingimmediatelybeforetheAuthorizedPeriodofAbsence.However,ifa Participant has commenced a benefit under this Plan following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence classified as Pre- Retirement Leave, Compensation will not be counted during this Authorized Period of Absence.

Similarly, Compensation will not be counted toward Final Average Pay to the extent paid during a Participant’s period of reduced services, where the Participant has Separated from Service due to a reasonably anticipated permanent reduction in services of at least 50 percent (for reasons other than an Authorized Period of Absence).

ULA and USA Pay.For purposes of determining Final Average Pay for a Participant who transfers employment directly from the Company to ULA or USA, the term Compensation generally includes the Participant’s annualized base rate of pay with ULA or USA for the period of uninterrupted executive service at ULA or USA, as applicable, provided that the Participant transfers directly from the E-Series Payroll at the Company to executive status at ULA or USA.ULA and USA base pay will not be included under this Plan for any period following the Participant’s removal from this executive status.In addition, ULA and USA basepaywillnotbeincludedasCompensationunderthisPlanforanyperiodafteraParticipant has commenced a benefit under this Plan.

Final Average Incentive Pay – means the five consecutive awards made under the Incentive CompensationPlanthatproducethehighestsum,dividedbyfive.Theterm“awards”include amounts awarded instead of cash and amounts not yet vested, but it does not include any accrued awards not yet made or awards made after the month in which a Termination of Employmentoccurs.WherefewerthanfiveawardshavebeenmadetoaParticipantunderthe

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Incentive Compensation Plan during the five-year averaging period, all awards during this period will be counted.

However, if a Participant has commenced a benefit under this Plan following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence classified as Pre-Retirement Leave, awards made during this Authorized Period of Absence will not be included.Similarly, incentive awards will not be counted toward Final Average Incentive Pay to the extent awarded during a Participant’s period of reduced services, where theParticipanthasSeparatedfromServiceduetoareasonablyanticipatedpermanentreduction in services of at least 50 percent (for reasons other than an Authorized Period of Absence).

In addition, Final Average Incentive Pay will not include any portion of an incentive award that the Company seeks to recover under the Clawback Policy provision of the Incentive Compensation Plan.

ULAandUSAIncentivePay.ForpurposesofdeterminingFinalAverageIncentivePayfora Participant who transfers employment directly from the Company to ULA or USA, the term IncentiveCompensationPlangenerallyincludesanyapplicableannualincentiveplanatULA or USA for the period of uninterrupted executive service at ULA or USA, as applicable, provided that the Participant transfers directly from the E-Series Payroll at the Company to executive status at ULA or USA.ULA and USA annual incentive plans will not be included under this Plan for any period following the Participant’s removal from this executive status. Solely for the Plan Year in which the Participant transfers to ULA or USA, Final Average Incentive Pay will include awards made under both the Incentive Compensation Plan of the Company and the similar plan maintained by ULA or USA, as applicable.In addition, ULA and USA incentive pay will not be included as Compensation under this Plan for any period after a Participant has commenced a benefit under this Plan.

FrozenBenefit–hasthe meaninggiveninSection4.F.3.

HeritageBoeingParticipant–meansaParticipantwhohasaHeritageBenefitfromTheBoeing Company Employee Retirement Plan.

HeritageMDCParticipant–meansaParticipantwhohasaHeritageBenefitfromtheEmployee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan.

Heritage BNA Participant – means a Participant who has a Heritage Benefit from the Boeing North American Retirement Plan.

Incentive Compensation Plan – means, as applicable, The Boeing Company Elected Officer Annual Incentive Plan, the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, or an authorization to make an award in lieu of an award under either of the foregoing plans.

MDC 50/30 Date – means the date on which a Participant with a Heritage MDC Benefit both attains age 50 and earns 30 years of Accumulated Benefit Service.

OffsetBenefit–hasthe meaninggiveninSection 4.B.

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Participant – means an Employee who satisfies the eligibility criteria in either Section 4.A. or Section 5.A.

PVP or Pension Value Plan – means The Pension Value Plan for Employees of The Boeing Company (formerly known as The Boeing Company Pension Value Plan for Heritage MDC Employees and The Boeing Company Pension Value Plan), as amended from time to time, which,effectiveJanuary 1,2026,isExhibitA to TheBoeingCompanyConsolidatedPension Plan.Effective as of December 31, 2015, benefits will cease to accrue under the PVP (other than the allocation of Interest Credits to the extent required under Section 4.2 of the PVP).

Plan – means the Supplemental Executive Retirement Plan for Employees of The Boeing Company as herein set forth, together with any amendments that may be adopted.Effective as of December 31, 2015, benefits will cease to accrue under this Plan (other than as attributable to the allocation of Interest Credits under the PVP).

Plan Administrator - means the Company’s Chief Human Resources Officer or any individual or committee to which the Chief Human Resources Officer has delegated either general or specific authority under this Plan.

PlanYear–meansthecalendaryear.

Separation from ServiceorSeparates from Service – means an Employee’s death, retirement, or termination of employment from the Company within the meaning of Code section 409A. For purposes of determining whether a Separation from Service has occurred, Affiliates and Subsidiaries are defined by using the language “at least 80 percent” to define the controlled group under Code section 1563(a) in lieu of the 50 percent default rule stated in Treasury Regulation section 1.409A-1(h)(3).

ASeparationfromServiceisdeemedtoincludeareasonablyanticipatedpermanentreduction inthelevelofservicesperformedbyanEmployee,tolessthan50percentoftheaveragelevel of services performed by the Employee during the immediately preceding 36-month period.

Notwithstandingtheforegoing,anEmployeewhoterminatesemploymentfromtheCompany asaresultofthetransactiondescribedintheMembershipInterestPurchaseAgreementamong The Boeing Company, JNPR Aero, LLC and Project Maroon, LLC dated April 22, 2025, as amendedbythatcertainAmendmentNo.1,datedJuly10,2025(the“JupiterAgreement”)will not be considered to have incurred a Separation from Service for purposes of this Plan until suchindividualexperiencesaterminationofemployment(withinthemeaningofCodesection 409A)fromBuyeranditsAffiliates(includingtheCompanyandtheTransferredSubsidiaries) (as such terms are defined under the Jupiter Agreement).For purposes hereof, the “Jupiter Agreement” means the Membership Interest Purchase Agreement among The Boeing Company, JNPR Aero, LLC and Project Maroon, LLC dated April 22, 2025, as amended by that certain Amendment No. 1, dated July 10, 2025.

SERP Benefit – For a Participant whose most recent date of hire or rehire was before January 1, 2008,theSERPBenefitequalsthegreateroftheParticipant’svestedSupplementalBenefit,to the extent eligible, or the Participant’s vested Excess Benefit.

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ForaParticipanthiredor rehiredonorafterJanuary1,2008,theSERPBenefitwillequalthe vested Excess Benefit for periods after this date.No Supplemental Benefit will accrue for periodsafterJanuary1,2008.SolelyforpurposesofeligibilityfortheSupplementalBenefit, theterm “rehire”will not includea Participant’s returndirectly from an Authorized Periodof Absence or a Participant’s rehire during a Layoff Period.

The SERP Benefit will be calculated after the Supplemental Benefit (if eligible) and Excess Benefitareeachreducedtoreflectcommencementbeforeage65,ifapplicable,inaccordance with the actuarial factors described in Sections 4 and 5 herein.Supplemental Benefits or Excess Benefits that are not 100% vested will be disregarded for purposes of calculating the SERP Benefit.

Effective as of December 31, 2015, the SERP Benefit will cease to accrue under this Plan (other than as attributable to the allocation of Interest Credits under the PVP).

SpecifiedEmployee–meansanEmployeewhoisa“specifiedemployee” withinthemeaningof Codesection409A.SpecifiedEmployeestatusisdeterminedonthelastdayofthepriorPlan Year,totakeeffectasofApril1ofthePlanYearfora12-monthperiod.Notwithstandingthe foregoing, Specified Employees shall be determined by including the employees whom the Companyreasonablydeterminestobethe75top-paidofficersoftheCompanyratherthanthe 50top-paidofficersasprovidedunderCodesection416(i)(1)(A),totheextentpermittedunder Code section 409A.

Supplemental Benefit – means the benefits provided by Section 4 of this Plan.Effective as of December 31, 2015, the Supplemental Benefit will cease to accrue under this Plan.

TargetBenefit–hasthemeaninggiveninSection 4.B.

TotalAverageCompensation–meansFinalAveragePayplusFinalAverageIncentivePay,with theresultdividedbytwelve.TotalAverageCompensationforaParticipantwhoceasedtobe ontheE-SeriesPayrollbeforeJanuary1,1999willbedeterminedasofJanuary1,1999.Total Average Compensation for a Participant who ceases to be on the E-Series Payroll on or after January 1, 1999 will be determined as of the date the Participant first ceases to be on the E- Series Payroll.

ULA – means United Launch Alliance, LLC, a joint venture of The Boeing Company and LockheedMartinCorporation.ThetermULAincludesitssubsidiaryUnitedLaunchServices, LLC.

USA–meansUnitedSpaceAlliance,LLC,ajointventureofTheBoeingCompanyandLockheed Martin Corporation.

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SECTION3.THE SERPBENEFIT

The SERP Benefit under this Plan generally is calculated as the greater of a Participant’s vested Supplemental Benefit (to the extent eligible) or the Participant’s vested Excess Benefit, each reduced to reflect commencement prior to age 65, if applicable.However, a Participant hired or rehiredonorafterJanuary1,2008willnotbeeligibletoaccrueaSupplementalBenefitforperiods after this date.Solely for purposes of eligibility for the Supplemental Benefit, the term “rehire” will not include a Participant’s return directly from an Authorized Period of Absence or a Participant’s rehire during a Layoff Period.

Supplemental Benefits are described in Section 4.Excess Benefits are described in Section 5. Rules applicable to both Supplemental Benefits and Excess Benefits are provided under this Section 3.

Prior to 2008, the Supplemental Benefit and Excess Benefit were described herein and communicated to Participants as two separate benefits.For ease of communication, these dual components are restated as a single benefit effective as of January 1, 2008.In all cases, the restatementwillprovidethesametotalbenefitasofDecember31,2007astheformulasofthepre- 2008 plan.

InnoeventwilltheSERPBenefitforanyParticipantwhoistransferredtoULAorUSAduplicate any benefits provided under an individual agreement with the Company.

EffectiveasofDecember31,2015,benefitswillceasetoaccrueunderthisPlan.NoSupplemental Benefit or Excess Benefit will accrue for any Participant afterthis date(otherthan as attributable to the allocation of Interest Credits under the PVP).

A.    SpecialBridgingRulesforEarlyRetirementBenefits

Special bridging rules apply to a Participant who is described in both Sections 3.A.1. and 3.A.2. below.In this case, the Participant’s SERP Benefit will be calculated as of the date on which he orshewouldsatisfytheconditionsforanEarlyRetirementDateunderthePVP.TheSERPBenefit will be reduced to reflect early commencement as follows.First, the separate components of the SERP Benefit will be reduced as of the Early Retirement Date, in accordance with the actuarial reduction described in Section 4.C.1.(Supplemental Benefit) or Section 5 (Excess Benefit), as applicable.Second,theSERPBenefitwillbefurtherreducedforeachmonththattheParticipant’s Commencement Date under this Plan precedes the month in which the Participant would satisfy the conditions for an Early Retirement Date, in accordance with the Actuarial Equivalent factors for calculating lump sums under the PVP.

Benefits under this Section 3.A. remain payable in accordance with the timing rules of Section 6.A.2.

1.    The Participant Separated from Service (including deemed Separations from Service)in amanner(suchaslayoff)thatpermitstheaccrualofadditional vesting service credit toward early retirement eligibility following such separation.

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2.    The Participant is described in one of the following categories as of his or her Separation from Service:

(a)    TheParticipanthasattainedage54orolderwith9ormoreyearsofVesting Service (but has not yet attained both age 55 and 10 years of Vesting Service), or

(b)    TheParticipanthasaHeritageMDCBenefitandhasattainedage54orolder with 29 or more years of Accumulated Benefit Service (but has not yet reached an MDC 50/30 Date).

B.    SpecialCalculationforMDC50/30DateAfter Separation

SpecialcalculationrulesapplytoaParticipantdescribedinbothSections3.B.1.and3.B.2.

1.    The Participant Separated from Service (including deemed Separations from Service)in amanner(suchaslayoff)thatpermitstheaccrualofadditional vesting service credit toward early retirement eligibility following such separation.

2.    The Participant has a Heritage MDC Benefit and has attained age 49 or older (but not age54)with 29 ormoreyearsof Accumulated Benefit Service as ofhis orher Separation from Service (but has not yet reached an MDC 50/30 Date).

Inthiscase,theParticipant’sSERPBenefitwillremainpayableinaccordancewiththetiming rulesofSection6.A.2.

In addition, upon the Participant’s Early Retirement Date, a separate lump sum payment will be madetotheParticipanttorepresentanymissedpaymentsasaresultofthedelayedcommencement beyondtheParticipant’sMDC50/30Date.Specifically,thislumpsumwillequalthetotalofthe monthly payments that would have been payable to the Participant, beginning on the first of the month following the Participant’s MDC 50/30 Date and ending immediately prior to his or her Early Retirement Date, plus interest at the rate used to calculate lump sums under the PVP.

C.    Forfeiture

ThePlanAdministratormaydetermine,initssolediscretion,thataParticipantwillforfeitanypart or all of his or her SERP Benefit (whether or not vested) if any of the following circumstances occur while employed by the Company or within five (5) years after termination of such employment,providedthattheprovisionsofparagraphs3.and4.shallapplyonlywithrespectto benefits accrued on or after January 1, 2008:

1.    The Participant is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Company or against the Company’s interests.For purposes of this Plan, “other similar unlawful acts against the CompanyoragainsttheCompany’sinterests”shallincludeanyotherunlawfulact

(i)committedagainsttheCompany,ortheinterestsoftheCompany,including,but not limited to, a governmental agency or instrumentality which conducts business

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withtheCompany,oracustomeroftheCompany,or(ii)affectingtheCompanyor theinterestsoftheCompany,insuchamannerthatisdeterminedtobedetrimental to, prejudicial to or in conflict with the Company or the interests of the Company, as determined by the Plan Administrator in its sole discretion.

2.    TheParticipant,directlyorindirectly,engagesinanyactivity,whetherindividually or as an employee, consultant or otherwise, which the Plan Administrator determines, in its sole discretion, to be an activity in which the Participant is “engaging in competition” with any significant aspect of Company business.For purposesofthisPlan,“engagingincompetition”shallincludebutisnotlimitedto representing, providing services to, or being an employee of or associated in a business capacity with, any person or entity that is engaged, directly or indirectly, in competition with any Company business or that takes a position adverse to any Companybusiness,regardlessofthepositionordutiestheParticipanttakes,insuch a manner that is determined to be detrimental to, prejudicial to or in conflict with theinterestsoftheCompany,allasdeterminedbythePlanAdministratorinitssole discretion.

3.    The Participant, without the advance approval of the Company’s Senior Vice President, Human Resources and Administration, induces or attempts to induce, directly or indirectly, any of the Company’s employees, representatives or consultantstoterminate,discontinueorceaseworkingwithorfortheCompany,or tobreachanycontractwiththeCompany,inordertoworkwithorfor,orenterinto a contract with, the Participant or any third party.

4.    TheParticipantdisparagesorotherwisemakesanystatementsabouttheCompany, its products, or its employees that could be in any way viewed as negative or critical.Nothing in this paragraph will apply to legally protected statements to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

TotheextenttheParticipanthasalreadycommencedpaymentofhisorherSERPbenefit,thePlan AdministratorwillbeentitledtopursueanyandalllegalandequitablereliefagainsttheParticipant toenforcetheforfeitureofandrecoversuchSERPbenefit.Theforfeitureprovisionswillcontinue to apply unless and to the extent modified by a court of competent jurisdiction.However, if any portionoftheseforfeitureprovisionsisheldbysuchacourttobeunenforceable,theseprovisions shallbedeemedamendedtolimittheirscopetothebroadestscopethatsuchauthoritydetermines is enforceable, and as so amended shall continue in effect.

In addition, the Plan Administrator will, in all appropriate circumstances, require reimbursement of any SERP Benefit attributable to an incentive award that the Company seeks to recover under the Clawback Policy provision of the Incentive Compensation Plan.

D.    ParticipantsRehiredAfterCommencementDate

The SERP Benefit of a Participant who is rehired (or who returns from an Authorized Period of AbsenceoraperiodofareducedlevelofservicesthatconstitutesadeemedSeparationfrom

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ServiceunderCodesection409A)afterhisorherCommencementDatewillbedeterminedunder this Section 3.D.

1.    CalculationandPaymentofOldSERP Benefit

The portion of the Participant’s SERP Benefit that accrued before the initial CommencementDate(orduringanAuthorizedPeriodofAbsenceoraperiodofa reduced level of services that constitutes a deemed Separation from Service) will be referred to as the “Old SERP Benefit” for purposes of this Section 3.D.

A Participant’s Old SERP Benefit will not be suspended by reason of the Participant’s rehire or return from Authorized Period of Absence or a period of a reducedlevelofservices.ThisportionoftheSERPBenefitwillcontinuetobepaid followingrehireorreturn,intheformoriginallyelectedbytheParticipant,without regard to the period following rehire or return.

2.    CalculationandPaymentofNewSERPBenefit

(a)    RehiresAfter1/1/08–ExcessBenefitOnly

In general, a Participant rehired on or after January 1, 2008 will not be eligible to accrue a Supplemental Benefit for periods after this date.(This exclusiondoesnotapplytoaParticipanthiredbeforeJanuary1,2008,who returnsonorafterthisdatedirectlyfroman AuthorizedPeriodof Absence or a period of a reduced level of services, or who is rehired on or after this datebutduringaLayoff Period).Followingrehire,thisParticipantwillbe entitled to accrue only an Excess Benefit attributable to periods after the date of rehire (“New SERP Benefit”).The New SERP Benefit for this Participant will equal:(a) the Participant’s benefits under the PVP for periodsafterrehiredeterminedwithoutregardtothelimitationsunderCode sections415and401(a)(17),reduced(butnotbelowzero)by(b)anybenefit payable to or on account of the Participant under the PVP for periods after rehire.The New SERP Benefit will be determined without regard to benefits, compensation, and Benefit Service accrued before rehire.

TheParticipant’sNewSERPBenefitwillremainsubjecttothetimingrules under Section 6.A.2., without regard to any Separation from Service that occurredpriortorehire.TheParticipantmayelecttheformofpaymentfor the New SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

(b)    ReturnsfromLeave,    ReducedServicesor    LayoffAfter1/1/08– Supplemental and Excess Benefit

ASupplementalBenefitcanaccrue(totheextenteligible)foraParticipant hiredbeforeJanuary1,2008,whoreturnsonorafterthisdatedirectlyfrom

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anAuthorizedPeriodofAbsenceoraperiodofareducedlevelofservices, or who is rehired onor afterthisdate but during aLayoffPeriod.For such

Participant,thetotalSERPBenefitwillberecalculated(asdescribedbelow) as of the subsequent Commencement Date as if no prior Separation from Service had occurred, then reduced by the payments previously received. ThistotalSERPBenefitwillbefurtherreducedbytheOldSERP,buttono less than zero, to produce the New SERP Benefit payable.

ThetotalSERPBenefitequalsthegreaterof(i) and(ii) below.

(i)    The total Supplemental Benefit (if eligible).For purposes of calculating the Participant’s total Supplemental Benefit as of his or her subsequent Commencement Date, the total Target Benefit will equaltheamountdeterminedunderSection4.B.(takingaccountof Benefit Service and Total Average Compensation accrued before andafterrehire),reducedforearlycommencementbytheapplicable reductionfactorsdescribedinSection4.C.ThetotalTargetBenefit willbereducedbythetotalOffsetBenefit(accruedbeforeandafter rehire), which offset represents the PVP benefit as if no prior Separation had occurred.

(ii)    The total Excess Benefit, calculated as if no prior Separation from Servicehadoccurredandreducedforearlyretirementasapplicable.

The Participant’s total SERP Benefit is further offset by the value of payments made prior to the subsequent Commencement Date from this Plan, or from any other non-qualified defined benefit-type pension plan or arrangement(includingunderanindividualcontract)sponsoredorpaidfor by the Company.The value of these benefit payments will be determined by (i) increasing each benefit payment with interest from the time such benefit payment was made to the time of the subsequent Commencement Date in accordance with the Actuarial Equivalent factors for calculating lumpsumsunderthePVP(the“CommencementDateFactors”),andthen (ii) converting the sum of the interest-adjusted benefit payments from (i) above at the subsequent Commencement Date to a Single Life Annuity using the Commencement Date Factors.No reduction will be made for benefit payments payable under any tax-qualified pension plan (and its corresponding non-qualified plan) attributable to service not treated as Benefit Service taken into account under Section 4.B.1.(a).

For any Participant hired on or after January 1, 2008 who returns directly from an Authorized Period of Absence or a period of a reduced level of services, or who is rehired during a Layoff Period, the total SERP Benefit will be recalculated following the methodology described above (with regard to the Excess Benefit only).No Supplemental Benefit will be payable.

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InnoeventwillthisParticipant’srecalculatedtotalSERPBenefitbeless thantheOld SERP Benefitwhich isinpay status.

ForpurposesofthisSection3.D.2.(b),theNewSERPBenefitwillequal:

(i) the recalculated total SERP Benefit described above, minus (ii) the Old SERP Benefit defined in Section 3.D.1.

TheParticipant’sNewSERPBenefitwillremainsubjecttothetimingrules under Section 6.A.2., without regard to any Separation from Service that occurredpriortorehire.TheParticipantmayelecttheformofpaymentfor the New SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

(c)    RehiresWhoRetiredPriorto2008

For a Participant who rehired and had a subsequent Commencement Date before January 1, 2008, the New SERP Benefit was comprised of a New Supplemental Benefit and a New Excess Benefit (both as defined below) whichwerecalculatedandpaidseparately,inaccordancewiththetermsof the Plan at that time.

The New Supplemental Benefit was recalculated as if no prior retirement hadoccurred,andthenoffsetforallpaymentspreviouslymade,asdescribed in Section 3.D.2.(b) above.

The New Excess Benefit was recalculated solely with regard to new accruals under the PVP, as described in Section 3.D.2.(a) above..

E.    Participants Rehired Before Commencement Date

The SERP Benefit of a Participant who is rehired before his or her Commencement Date will be determined under this Section 3.E.

1.    CalculationandPaymentofOldSERP Benefit

The Participant’s Old SERP Benefit for purposes of this Section 3.E. is calculated astheamountthatwouldhavebeenpayabletotheParticipantatage55,attributable to the prior period of employment, if he or she had not rehired or returned.This amount will be the greater of (a) and (b) below:

(a)    The Supplemental Benefit accrued and vested before the prior Separation from Service (or as of the end of an Authorized Period of Absence or a period of a reduced level of services that constitutes a deemed Separation from Service), calculated as described further below.

(b)    TheExcessBenefitaccruedandvestedastothefirstperiodofemployment, reducedforearlyretirementasapplicable,inaccordancewiththeapplicable Vested Termination factors under the PVP.

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ForpurposesofcalculatingtheParticipant’sSupplementalBenefit,hisorher TargetBenefitwillequaltheamountdeterminedunderSection4.B.,takingaccount oftheParticipant’sBenefitServiceandTotalAverageCompensationasoftheprior SeparationfromService (orasoftheendofanAuthorizedPeriodofAbsenceora period of a reduced level of services that constitutes a deemed Separation from Service).The Target Benefit will be reduced for early commencement by the applicable terminated vested reduction factors described in Section 4.C.2. and further reduced by the Offset Benefit.The Participant’s Offset Benefit will be calculated as the PVP benefit earned prior to the original Separation from Service andpayableatage55(i.e.,withinterestcreditsprojectedtoage55),inaccordance with the applicable reduction factors under the PVP for calculating a Vested Termination Benefit.

The Participant’s Old SERP Benefit will remain subject to the timing rules under Section 6.A.2.With regard to the Participant’s Old SERP Benefit, the Participant will be treated as having experienced a Separation from Service.Payment of the Old SERP Benefit will commence as of the first of the month following the Participant’s attainment of age 55.Payment of the Old SERP Benefit will commence as of this date even if the Participant attains age 55 while on an AuthorizedPeriodofAbsence,orafterheorsherehires.TheParticipantmayelect the form of payment for this Old SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

2.    CalculationandPaymentofNewSERPBenefit

In general, a Participant rehired on or after January 1, 2008 will not be eligible to accrueaSupplementalBenefitforperiodsafterthisdate.(Thisexclusiondoesnot applytoaParticipanthiredbeforeJanuary1,2008,whoreturnsonorafterthisdate directly from an Authorized Period of Absence or a period of a reduced level of services, or who is rehired on or after this date but during a Layoff Period). Following rehire, this Participant will be entitled to accrue only an Excess Benefit attributable to periods after the date of rehire (“New SERP Benefit”).The New SERP Benefit for this Participant will equal:(a) the Participant’s benefits under thePVPforperiodsafterrehiredeterminedwithoutregardtothelimitationsunder Codesections415and401(a)(17),reduced(butnotbelowzero)by(b)anybenefit payable to or on account of the Participant under the PVP for periods after rehire. The New SERP Benefit will be determined without regard to benefits, compensation, and service accrued before rehire.

A Supplemental Benefit can accrue (to the extent eligible) for a Participant hired before January 1, 2008, who returns on or after this date directly from an Authorized PeriodofAbsenceoraperiodofareduced level ofservices, or whois rehired on or after this date but during a Layoff Period.For such Participant, the totalSERPBenefitwillberecalculatedasofthesubsequentCommencementDate asifnopriorSeparationfromServicehadoccurred,followingthemethodologyin Section3.D.2.(b).ForpurposesofthisSection3.E.2.,theNewSERPBenefitwill

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equal:(i) the recalculated total SERP Benefit described above, minus (ii) the Old SERP Benefit defined in Section 3.E.1.

For any Participant hired on or after January 1, 2008 who returns directly from an Authorized PeriodofAbsenceoraperiodofareduced levelofservices, or whois rehired during a Layoff Period, the total SERP Benefit will be recalculated as of the subsequent Commencement Date as if no prior Separation from Service had occurred, subject to offset for the value of any non-qualified benefits previously paid, following the methodology in Section 3.D.2.(b) (with regard to the Excess Benefit only).For purposes of this Section 3.E.2., the New SERP Benefit will equal:(i) the recalculated total SERP Benefit described above, minus (ii) the Old SERPBenefitdefinedinSection3.E.1.NoSupplementalBenefitwillbe payable.

WithregardtothetimingofpaymentoftheNewSERPBenefit,theParticipantwill be treated as if no Separation from Service had occurred prior to rehire or return. The Participant may elect the form of payment for the New SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

F.    PilotEarly Leave

An annual recalculation will be made for a Participant who commences benefits under Section 6.A.2.(a) following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence classified as Pilot Early Leave.

ForthisParticipant,thebenefitpayableunderthisPlanwillberecalculatedasofJanuary1ofeach Plan Year following the year in which benefits commence following the methodology in Section 3.D.2.(b), as if no prior Separation from Service had occurred.For purposes of this calculation, theParticipant’sbenefitwillbereducedbyearlyretirementreductionfactorsandfurtheroffsetby thevalueofpaymentspreviouslymade,tocomputeadditionalaccruals(if any)earnedduringthe period of Pilot Early Leave in the prior Plan Year, calculated using the same methodology of Section 3.D.2.(b).Such additional accruals (ifany)will bepaid commencing February 1 of each year in which recalculation occurs, in the form originally elected by the Participant.In no event will this recalculation reduce a participant’s benefit.

Recalculationwillcease afterthePlanYear following theendofthePilotEarly Leave.

SECTION4.THESUPPLEMENTALBENEFIT

A.    EligibilityandParticipation

AnEmployeewillbeeligiblefortheSupplementalBenefitiftheEmployeeeither(1)isontheE- SeriesPayrollonorafterJanuary1,1999,or(2)wasaparticipantintheSupplementalRetirement Plan for Executives of The Boeing Company as of December 31, 1998 and as of January 1, 1999 was (a) on an Authorized Period of Absence from the E-Series Payroll, (b) on a layoff (bridging period)fromtheE-SeriesPayrollthatbeganonorafterJanuary1,1996,or(c)onthemanagement payroll but had been on the E-Series Payroll for some period on or after January 1, 1989.

AnEmployeewhoretired on January1,1999is not eligibleto participatein thePlan.

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An Employee eligible to participate in the Plan will become a Participant on the later of (1) the datetheEmployeesatisfiestheeligibilityconditionsor(2)thedatetheEmployeebecomesan

Active Participant in the PVP.A rehired Employee who previously participated in the Plan will become a Participant again on the later of (1) the date the Employee satisfies the eligibility conditions again after rehire or (2) the date the Employee becomes an Active Participant in the PVP again after rehire.

If a Participant remains actively employed by the Company, but is no longer on the E-Series Payroll, the Target Benefit will remain frozen as of the later of January 1, 1999 or the date the Participant was removed from the E-Series Payroll.

EffectiveasofDecember31,2015,benefitswillceasetoaccrueunderthisPlan.NoSupplemental Benefit will accrue for any Participant after this date.

B.    AmountofSupplementalBenefit

Except as otherwise provided in Section F, the Supplemental Benefit payable to a Participant retiring at his or her Normal Retirement Date is a monthly amount equal to (1) minus (2) below, provided that the monthly Supplemental Benefit shall not be less than zero.

1.    Thegreaterof thefollowing:

(a)    the Target Benefit – a monthly amount equal to 1.6% multiplied by the Participant’sBenefitServicemultipliedbytheParticipant’sTotalAverage Compensation, or

(b)    theFrozenBenefit,asdescribedinSection4.F.3.,ifapplicable,

provided, however, that the amount determined under this Section 4.B.1. shall not exceed the Participant’s Compensation at Termination of Employment divided by twelve.

2.    The Offset Benefit – a monthly amount equal to the benefits payable (or which wouldhavebeenpayable butforaParticipant’sor Beneficiary’sreceiptof alump sum distribution) to or on account of the Participant under the PVP, adjusted to reflectpaymentattheParticipant’sCommencementDateasaSingleLifeAnnuity according to the provisions of the PVP.

IftheParticipantretiresafterhisorherNormalRetirementDate,calculationoftheTargetBenefit will include Compensation and Benefit Service attained before and after the Normal Retirement Date, and the Offset Benefit will be adjusted to reflect the late retirement according to the provisions of the PVP.

If the Participant incurs a Separation from Service after his or her Normal Retirement Date, calculation of the Target Benefit will include Compensation and Benefit Service attained before and after the Normal Retirement Date, and the Offset Benefit will be adjusted to reflect the late retirement according to the provisions of the PVP.

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EffectiveasofDecember31,2015,benefitswillceasetoaccrueunderthisPlan.NoSupplemental Benefit will accrue for any Participant after this date.

C.    EarlyRetirementBenefitsandVestedTerminatedRetirementBenefits

SubjecttothetimingrulesinSection6andtheactuarialreductionsdescribedbelow,aParticipant will be entitled to retire and commence benefits before his or her Normal Retirement Date in accordance with the provisions of the PVP governing early retirement benefits and vested retirement benefits.An unreduced benefit will not be available, even to a Heritage MDC Participant who has attained age 50 with 30 years of Accumulated Benefit Service.

1.    EarlyRetirementBenefits

IftheParticipantincursaSeparationfromServiceafterbecomingeligibleforearly retirement benefits under the PVP and their Commencement Date is before their NormalRetirementDate,theTargetBenefitwillbereducedby¼%foreachmonth thattheParticipant’sCommencementDateprecedeshisorhersixty-second(62nd) birthday.TheOffsetBenefitwillbeadjustedtoreflectpaymentattheParticipant’s Commencement Date as a Single Life Annuity according to the early retirement provisions of the PVP.

2.    VestedTerminatedRetirementBenefits

If a Participant incurs a Separation from Service with a vested Supplemental Benefit prior to becoming eligiblefor early retirement benefits under the PVP and their Commencement Date is before their Normal Retirement Date, the Target Benefit will be reduced by ½% for each month that the Vested Terminated Participant’s Commencement Date precedes his or her sixty-fifth (65th) birthday. The Offset Benefit will be adjusted to reflect payment at the Participant’s Commencement Date as a Single Life Annuity according to the early commencement of benefit provisions of the PVP.

D.    DisabilityRetirementBenefits

A Participant who was on an approved medical leave of absence on or before April 1, 2003 and whootherwisemettheeligibilityrequirementsforaDisabilityRetirementDateunderthePVPon or before December 1, 2004 would be entitled to a disability retirement benefit equal to his unreducedSupplementalBenefitinaccordancewiththeprovisionsofthePVPgoverningdisability retirement benefits.Disability benefits werepayable under this Plan onlywhen and to the extent thattheParticipantreceiveddisabilityretirementbenefitsunderthePVP.ThisSection4.D.applies only to benefits that accrued and commenced payment before December 31, 2004, and it has no application after that date.

E.    Vesting

No Supplemental Benefit shall be payable to a Participant until suchParticipant is vested in such SupplementalBenefit.AParticipantwillvest100%inhisSupplementalBenefitatthelaterofthe following: (1)the date theParticipant vests 100% in retirement benefits providedunder thePVP,

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or (2) the date the Participant has been on the E-Series Payroll for a period of 36 consecutive months.Forthesepurposes,anAuthorizedPeriodofAbsencefromtheE-SeriesPayrollwillcount asaperiodontheE-SeriesPayroll.IfanEmployeeceasestobeontheE-SeriesPayrollforany reasonotherthananAuthorizedPeriodofAbsence,andtheEmployeelaterreturnstotheE-Series Payroll, periods of service on E-Series Payroll will not be aggregated for purpose of determining whether the 36-consecutive month requirement has been met.

For purposes of computing vesting for a Participant who transfers employment directly from the CompanytoULAorUSA,uninterruptedserviceatULAorUSAas an executivewillbecredited toward the 36 consecutive months requirement described herein, provided that the Participant transfersdirectlyfromtheE-SeriesPayrollattheCompanytoexecutivestatusatULAorUSA,as applicable.ULA and USA service will not be credited toward vesting under this Plan for any periodfollowingtheParticipant’sremovalfromthisexecutivestatus.Forpurposesofcomputing vesting for a participant who transfers employment directly from ULA or USA to the Company, uninterrupted service at ULA or USA as an executive will be credited toward the 36 consecutive months requirement described herein, provided that the Participant transfers directly from executive status at ULA or USA to the E-Series Payroll at the Company.ULA and USA service will not be credited toward vesting under this Plan for any period prior to the Participant’s attainment of this executive status at ULA or USA, as applicable.

Any Participant who was on the E-Series Payroll on January 1, 1999 or was a Participant in the SupplementalRetirementPlanforExecutivesofTheBoeingCompanyasofDecember31,1998, willbe100%vestedinhisorherSupplementalBenefitifheorsheisvestedinhisorherbenefits underthePVP.AParticipantwillalsobe100%vestedifheorshediesbeforebenefitscommence withasurvivingspouseorbecomeseligibleforadisabilityretirementbenefit,butonlyifheorshe has vested in his or her benefits under the PVP.

If a Participant retires or Separates from Service (other than a deemed Separation from Service due to an Authorized Period of Absence) before vesting in the Supplemental Benefit, the Participant generally will forfeit all rights to the Supplemental Benefit.To the extent the benefit under this Plan becomes 100% vested during an Authorized Period of Absence that constitutes a deemedSeparationfromService,itwillremainsubjecttothepaymenttimingrulesunderSection 6.A.2.

IfaParticipantSeparatesfromServiceafterbecomingvestedintheSupplementalBenefit,andthe Participant is subsequently rehired or returns from an Authorized Period of Absence, the Supplemental Benefit accrued afterrehire and returnwill be100%vested (even if theParticipant fails to be on the E-Series Payroll for 36 consecutive months following rehire or return).

F.    Transfers

Effective January 1, 1999, certain participants in certain of the qualified plans sponsored by the CompanyanditsAffiliatesorSubsidiariesweretransferredfromthosequalifiedplanstothePVP. In addition, effective July 1, 1999, certain participants in the Boeing North American Retirement PlanweretransferredfromthatplantothePVP.InconjunctionwiththetransfertothePVP,those participantswerealsotransferredfromvariousnon-qualifiedplansinwhichtheyparticipatedinto

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this Plan.As of October 5, 2000, certain participants in The Times Mirror Pension Plan became participants in the PVP.

The following provisions are intended to insure that no benefits were lost as a result of transfers into this Plan or otherwise.These provisions are not intended to result in any duplication of benefitsbyawardingadditionalbenefitsforanyperiodofservicewiththeCompanyforwhichthe Participant is otherwise entitled to benefits under another non-qualified plan.

1.    FinalAveragePay

ForHeritageBoeingandHeritageMDCParticipants,FinalAveragePaywillequal the greater of (1) Final Average Pay as defined in Section 2, or (2) the following amount as calculated solely for the period ending January 1, 1999:

(a)    For Heritage Boeing Participants, the portion of Final Average Monthly Total Earnings as defined in the Supplemental Retirement Plan for Executives of The Boeing Company, determined by reference to Final Average Monthly Earnings as defined in The Boeing Company Employee Retirement Plan, multiplied by twelve;

(b)    For Heritage MDC Participants, the portion of Average Monthly Salary as defined in the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan determined without inclusion of any payments ofincentivecompensationawardsandwithoutregardtoanycompensation limits under the Code, multiplied by twelve.

2.    FinalAverageIncentivePay

ForHeritageBoeingandHeritageMDCParticipants,FinalAverageIncentivePay willequalthegreaterof(1)FinalAverageIncentivePayasdefinedinSection2,or (2)thefollowingamountascalculatedsolelyfortheperiodendingJanuary1,1999:

(a)    For Heritage Boeing Participants, the portion of Final Average Monthly Total Earnings as defined in the Supplemental Retirement Plan for Executives of The Boeing Company, determined by reference to awards under the Incentive Compensation Plan, multiplied by twelve;

(b)    For Heritage MDC Participants, the portion of Average Monthly Salary as defined in the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan determined by reference to incentive compensation awards of such Participants, multiplied by twelve.

For Heritage Boeing Participants retiring during February or March 1999, this sectionwillbeapplicablethroughsuchParticipant’sCommencementDate,sothat the Final Average Incentive Pay calculated under (a) above will include awards made in 1999 under the Incentive Compensation Plan.

3.    FrozenBenefit

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ForaHeritageBoeingParticipant,theFrozenBenefitwillbetheParticipant’s benefitsundertheSupplementalRetirementPlanforExecutivesofTheBoeing Company determined as of January 1, 1999, adjusted according to the provisions of the PVP for commencement of benefits on the Participant’s Commencement Date and for payment in the form of a Single Life Annuity.

For a Participant on the E-Series Payroll as of July 1, 1999 who was eligible to retire from the Boeing North American Retirement Plan as of June 30, 1999, that Participant’s Frozen Benefit as of June 30, 1999 will equal the Target Benefit (as definedinSection4.B.)asofJune30,1999plustheParticipant’sbenefitunderthe Boeing North American Retirement Plan and Boeing North American non- qualified plans as of June 30, 1999, all adjusted according to the provisions of the PVPforcommencementofbenefitsonJune30,1999andforpaymentintheform of a Single Life Annuity.

4.    TimesMirrorIndexingBenefit

As the result of the Company’s acquisition of Jeppesen Sanderson, Inc., its two subsidiaries (Jeppesen DataPlan, Inc. and Nobeltec Corporation), and Airspace Safety Analysis Corporation (“ASAC”), certain participants in the PVP were providedaJeppesen/ASACIndexingBenefit,butnoBenefitServicewasprovided forPeriodsofServicepriortoOctober5,2000.NotwithstandingSection4.B.,the calculation of the Offset Benefit under this Plan shall not include the Jeppesen/ASAC Indexing Benefit.

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SECTION5.THEEXCESS BENEFITS

A.    Eligibility

An Employee will be eligible for an Excess Benefit if the Employee is entitled to a benefit from the PVP and such benefit is limited by Code sections 415 and/or 401(a)(17).

Effective as of December 31, 2015, benefits will cease to accrue under the PVP (other than the allocation of Interest Credits to the extent required under Section 4.2 of the PVP).Accordingly, benefits will cease to accrue under this Plan (other than as attributable to such Interest Credits). No Excess Benefit will accrue for any Participant after this date (other than as attributable to the allocation of Interest Credits under the PVP).

B.    AmountofExcessBenefits

A Participant’s Excess Benefit is equal to the Participant’s benefits under the PVP determined withoutregardtothelimitationsunderCodesections415and401(a)(17),reduced(butnotbelow zero) by any benefit payable to or on account of the Participant under the PVP.

For Heritage BNA Participants, the Excess Benefit shall also include any benefit accrued as of June30,1999undertheUnfundedSupplementalDeferredCompensationPlanforEmployeeswho are Participating in the Rockwell International Deferred Compensation Plan due to the failure to include deferred bonuses as compensation under the Boeing North American Retirement Plan, indexed after June 30, 1999 for increases in compensation in accordance with the provisions governing the Participant's Heritage Benefit under the PVP.

The Excess Benefit is not intended to duplicate any similarly determined benefit under any other non-qualified plan.

Effective as of December 31, 2015, benefits will cease to accrue under the PVP (other than the allocation of Interest Credits to the extent required under Section 4.2 of the PVP).Accordingly, benefits will cease to accrue under this Plan (other than as attributable to such Interest Credits). No Excess Benefit will accrue for any Participant after this date (other than as attributable to the allocation of Interest Credits under the PVP).

C.    AdjustmentsforCommencementDatesotherthantheNormalRetirementDate

TheExcessBenefitgenerallywillbeadjustedfor aParticipant’sCommencementDatethatisnot hisorherNormalRetirementDateaccordingtothesamerulesgoverningsuchadjustmentsunder the PVP.

However,whereaParticipant’sCommencementDateoccursafterJanuary1,2008,andafterApril 1stofthePlanYearfollowingthePlanYearinwhichheorsheattainsage70½,hisorherExcess Benefit will be calculated as if the Participant’s benefit under the PVP had not previously commenced.

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D.    Vesting

The Excess Benefit will vest and be forfeited according to the same rules governing vesting and forfeitures under the PVP.

SECTION6.PAYMENTOF BENEFITS

A.    Payment ofBenefits

1.    FormofPayment

In general, a Participant who is eligible to receive a SERP Benefit will be paid in the form of a Single Life Annuity.An eligible Participant may elect, prior to the CommencementDate,toreceivetheSERPBenefitintheformof:(a)aSingleLife Annuity;(b)anActuariallyEquivalentSurvivingSpouseOption(witha50%,75%, or100% survivorbenefit payable to the Spouse); or(c) forCommencement Dates thatoccurredonorafterMay1,2013andbeforeJanuary1,2017,orthatoccuron or after June 1, 2021, an Actuarially Equivalent Domestic Partner Option (with a 50%, 75%or100% survivorbenefit payableto theDesignated Domestic Partner), as applicable.An election made under this Section will be irrevocable after the Commencement Date.

TotheextentaParticipantdoesnotelectaSurvivingSpouseOptionoraDomestic Partner Option (if available) before the Commencement Date, the SERP Benefit willbepaidintheformofa50%SurvivingSpouseOption(ifmarriedtoaSpouse), or in the form of a Single Life Annuity (in all other cases).Marital status will be determined at the time of commencement of benefits.A Participant who fails to confirm his or her marital status will be presumed to be unmarried, and benefits will be paid in the form of a Single Life Annuity.

If the Participant receives his or her benefit in the form of a Surviving Spouse Option or Domestic Partner Option (if available), and the Participant survives his or her Spouse or Designated Domestic Partner, as applicable, the Participant’s monthly payment will increase on a prospective basis, commencing as of the beneficiary’s death, to equal the monthly payment the Participant would have received had he or she been paid in the form of a Single Life Annuity.

Notwithstandingtheforegoing,theSERPBenefitwillbepaidinasinglelumpsum iftheActuarialEquivalentpresentvalueis$15,000orlessasofthecommencement date.

In the event that guidance issued by the IRS or Treasury Department under Code section409ArequiresapplicationoftheaggregationruleprovidedunderTreasury Regulation section 1.409A-3(j)(4)(v)(A) or successor regulation to a nondiscretionary cashout, the cashout described above will operate only to the extent that this aggregation rule is satisfied.

2.    Timing of Payment

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(a)    GeneralRule

TheSERPBenefitwillbepaidorcommenceasofthefirstdayofthemonth following the later of the events described in (A) and (B) below.

(i)    TheParticipant’sattainmentofage55.

(ii)    TheParticipant’sSeparationfromService.

A special rule applies to a Heritage MDC Participant who Separates from Serviceafterattainingage50,andwhohas30yearsofAccumulatedBenefit Service.ForthisHeritageMDCParticipant,theSERPBenefitwillbepaid as of the first of the month following the Separation from Service.

See subsection (c) below for special timing rules applicable to Specified Employees.

(b)    ParticipantsWorkingPastAge70½

EffectiveJanuary1,2008,theSERPBenefitforaParticipantwhocontinues toworkpastage70½willbepaidasofthefirstofthemonthfollowingthe Participant’s Separation from Service.This rule does not apply to any Participant whose benefits commenced prior to January 1, 2008.

(c)    SpecifiedEmployees

A Specified Employee will not receive any distribution under this Plan during the six-month period immediately following his or her Separation from Service.

TheSERPBenefitofaSpecifiedEmployeewillbecalculatedasofthefirst dayofthemonthimmediatelyfollowinghisorherSeparationfromService (or age 55 if later).All payments missed during the six-month waiting perioddescribedabove willbepaidinasinglesumafterthecompletionof this six-month waiting period.

In the eventof aSpecifiedEmployee’sdeathduringthesix-monthwaiting period, the waiting period will cease to apply.The Specified Employee’s benefits will be distributed in accordance with Section 6.B.2. (Death Benefits).

B.    DeathBenefits

1.    DeathBeforeCommencementofBenefits

IfaParticipantdiesbeforebenefitcommencementunderthePlan,adeathbenefit basedupontheParticipant’saccruedSERPBenefitatthetimeofdeathwillbe

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payabletohisorhersurvivingSpouse,asofthefirstofthemonthfollowingthe Participant’sdeath.

If a Participant dies after commencing a portion of his or her benefit, butless than the entire benefit, the survivor benefit described herein will apply solely to the portion of the benefit that has not yet commenced.

Ingeneral,whereaParticipantdiesafterattainingage55,deathbenefitsunderthis subsectionB.1.willbepaidtotheSpouseintheformofa100%SurvivingSpouse Option.WhereaParticipantdiesbeforeattainingage55,exceptasprovidedbelow, these death benefits will be paid in the form of a 50% Surviving Spouse Option.

AspecialruleappliestoaHeritageMDCParticipantwhodiesafterattainingage

50.For this Heritage MDC Participant, death benefits under this subsection B.1. will be paid to the Spouse in the form of a 100% Surviving Spouse Option rather than a 50% Surviving Spouse Option.

Benefits payable in the form of a Surviving Spouse Option generally will be reduced by the appropriate actuarial factors under this Plan, based on whether the Participant satisfied the requirements for an Early Retirement Benefit or Vested Terminated Benefit at the time of death.Benefits payable before a Participant’s earliestcommencementdateunderSection6.A.2.(a)willbefurtherreducedbelow this age based on the Actuarial Equivalent factors used to calculate lump sum benefits under the PVP.

Notwithstandingtheforegoing,theSERPBenefitwillbepaidinasinglelumpsum iftheActuarialEquivalentpresentvalueis$15,000orlessasofthecommencement date.In the event that guidance issued by the IRS or Treasury Department under Code section 409A requires application of the aggregation rule provided under Treasury Regulation section 1.409A-3(j)(4)(v)(A) or successor regulation to a nondiscretionary cashout, the cashout described above will operate only to the extent that this aggregation rule is satisfied.

If a Participant dies (a) on or after May 1, 2013 and before January 1, 2017 or (b) on or after June 1, 2021, in either case with no surviving Spouse, the Participant’s DesignatedDomesticPartner,ifany,willbeeligibleforthedeathbenefitotherwise payabletoaSpouseunderthisSection.NobenefitwillbepayabletoaDesignated Domestic Partner in the event that a Participant is married to a Spouse (as defined under the Plan) upon the Participant’s death.For purposes of this subsection, a Participant’s designation of a domestic partnership will remain in effect until terminated by the Participant, in accordance with procedures established by the Plan Administrator for the Plan.

If a Participant dies on or after June 1, 2021, with no surviving Spouse and no survivingDesignatedDomesticPartner,thennodeathbenefitwillbepayableunder the Plan.

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2.    DeathAfterCommencementofBenefits

If the Participant dies after his or her benefits commence, benefits will be paid in accordance with the form of benefits elected under Section 6.A.1. above.

If a Participant dies after commencing a portion of his or her benefit, butless than the entire benefit, the survivor benefit described herein will apply solely to the portion of the benefit that has already commenced.

IfthesurvivingSpouseorDesignatedDomesticPartnerdieswhilereceivingbenefit payments, no further payments will be made to the Spouse’s or Designated Domestic Partner’s estate or beneficiaries.

C.    DelaysinPayment

PaymentofbenefitsunderthisArticlemaybedelayedtotheextentpermittedunderCodesection 409A, as determined by the Plan Administrator.

D.    InvoluntaryInclusioninIncome

If a determination is made by the Internal Revenue Service that the benefit of any Participant (or his or her beneficiary) is subject to current income taxation under Code section 409A, then the taxable portion of such benefit will be immediately distributed to the Participant (or his or her beneficiary), notwithstanding the general timing rule described in Section 6.A.2. above.

SECTION7.NONASSIGNABILITY

Except as otherwise provided herein, the SERP Benefit shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, charge, execution, attachment, garnishment or any other legal process.Any attempt to take any such action shall be void and shallauthorizethePlanAdministrator,initssoleandabsolutediscretion,toforfeitallfurtherright and interest in any benefit under this Plan.The Plan Administrator may, however, recognize domestic relations orders, generally subject to the same rules and procedures governing qualified domestic relations orders under the PVP, and provided that any benefits transferred due to such domestic relations order shall reduce any benefits to which the Participant would otherwise be entitled under this Plan.Notwithstanding the foregoing, a domestic relations order will be recognized under this Plan solely to the extent that benefits commence to the alternate payee or beneficiary at the same time as benefit payments commence to the Participant.In addition, the SERP Benefit may be reduced by the amount of any tax obligation paid by the Company, its Affiliates or Subsidiaries on behalf of a Participant or surviving spouse.

SECTION8.UNFUNDEDSTATUSOFPLAN

No funds shall be segregated or earmarked for any current or former Participant, beneficiary or otherpersonunderthePlan.However,theCompanymayestablishoneormoretruststoassistin meeting its obligations under the Plan, the assets of which shall be subject to the claims of the Company’s general creditors.No current or former Participant, beneficiary or other person, individuallyorasamemberofagroup,shallhaveanyright,titleorinterestinany account, fund,

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grantortrust,oranyassetthatmaybeacquiredbytheCompanyoranAffiliateinrespectofits obligationsunderthePlan(otherthanasageneralcreditoroftheCompanyorsuchAffiliatewith an unsecured claim against its general assets.

SECTION9.ADMINISTRATION

(a)    The Plan Administrator will have complete control of the administration of the Plan,subjecttotheprovisionshereof,withallpowersnecessarytoenableittocarry outitsdutiesproperlyin thatrespect.Notinlimitation,butinamplificationofthe foregoing, it will have the power to interpret the Plan, to apply its discretion, and to determine all facts, computations and all questions that may arise hereunder, including all questions relating to the eligibility of Employees to participate in the Plan and the amount of benefit to which any Employee may become entitled.Its decisionsuponallmatterswithinthescopeofitsauthoritywillbefinalandbinding. Notwithstanding anything herein to the contrary, the Plan Administrator shall not exercise such authority with respect to an issue solely related to his or her own personal interest.

(b)    The Plan Administrator will establish rules and procedures to be followed by Employees in filing applications for benefits and in other matters required to administer the Plan.

(c)    ThePlanAdministratorshalluseordinarycareanddiligenceintheperformanceof their duties, but no member shall be personally liable by virtue of any contract, agreement,orotherinstrumentmadeorexecutedbythePlanAdministrator,norfor any mistake or judgment made by the Plan Administrator.The Company shall indemnify the Plan Administrator against, and hold it harmless from any and all expenses and liabilities arising out of, any act or omission to act as the Plan Administrator, to the fullest extent permitted under the by-laws of the Company.

SECTION10.AMENDMENTANDTERMINATION

The Board of Directors of the Company, the Company’s Chief Financial Officer, or the Plan Administrator, and their respective delegate or delegates, shall each have the authority to amend the Plan at any time, including, but notlimited to,the authority toadopt amendments to combine or transfer all or part of the Plan with or to other plans maintained by the Company (including a termination of the Plan for that purpose) or to change the timing of eligibility for participation in the Plan; provided, however, that the Company’s Chief Financial Officer and the Plan Administratorshallnotexercisesuchauthoritywithrespecttoanissuesolelyrelatedtohisorher own personal interest and that the Compensation Committee is exclusively authorized to amend the Plan to the extent that such amendment modifies the rate or amount of Company-provided benefits that may be providedunder thePlanto an Elected Executive.The Boardof Directors or the Compensation Committee shall have the authority to terminate the Plan at any time.

Such amendment or termination shall not adversely affect or impair the benefit entitlements in course of payment to retired employees and surviving beneficiaries, the contingent rights to the continuance of benefit payments to the beneficiaries of retired employees named as joint

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annuitants,ortheaccruedbenefitasdefinedinthisSectionofalleligibleemployeestheninthe employ of the Company.For the purpose of this section, an accrued benefit will be determined foreacheligibleemployeeinaccordancewiththeprovisionsofSections3through5butbasedon BenefitService,TotalAverageCompensation,Compensationandtheaccruedbenefitprovidedby the PVP, all determined as of the effective date of the amendment or termination.

In general, upon the termination of the Plan with respect to any Participant, the affected Participants will not be entitled to receive a distribution until the time specified in Section 6. Notwithstanding the foregoing, the Board of Directors, Compensation Committee, Plan Administrator, or the Company’s Chief Financial Officer may, in its discretion, pay each Participant a single lump-sum distribution of his or her entire accrued benefit in connection with the Plan termination to the extent permitted under conditions set forth in Code section 409A and IRS or Treasury guidance thereunder.

Notwithstandingtheforegoing,inconnectionwitha“changeincontrolevent”withinthemeaning ofCodesection409Aandany IRSorTreasuryguidancethereunder,thePlanAdministratorshall havetheauthoritytoterminateandliquidatethePlanwithrespecttonomorethan5%ofthePlan’s aggregate benefit liabilities (determined by the Plan Administrator as of the date of the Plan Administrator’s action) in connection with such change in control event, solely with respect to participantswhoexperiencesuchchangeincontrolevent(asdeterminedinaccordancewithCode section409AandanyIRSorTreasuryguidancethereunder).ThePlanAdministratorshallensure that the Compensation Committee receives periodic reports regarding any termination and liquidation actions approved by the Plan Administrator pursuant to this paragraph.

SECTION11.DISTINCTSTATUSOFPLANS

ForpurposesofTitleIoftheEmployeeRetirementIncomeSecurityActof1974,asamended,the Plan shall consist of the following three distinct employee benefit plans:(1) a plan granting the Supplemental Benefit; (2) a plan granting the portion of the Excess Benefit determined by disregardingthelimitationsimposedbysection415oftheCode;and(3)aplangrantingtheportion oftheExcessBenefitdeterminedbydisregardingthelimitationsimposedbysection401(a)(17)of the Code.

SECTION12.EMPLOYMENT RIGHTS

Nothing in the Plan shall be deemed to give any person any right to remain in the employ of the CompanyoraffectanyrightoftheCompanytoterminateaperson’semploymentwithorwithout cause.

SECTION13.CLAIMS PROCEDURE

TheproceduresformakingclaimsforbenefitsunderthePlanandforhavingthedenialofabenefits claim reviewed shall be the same as those procedures set forth in the PVP.

SECTION14.COMPLIANCEWITHCODESECTION409A

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It is intended that amounts deferred under this Plan will not be taxable under section 409A of the Code with respect to any individual.All provisions of this Plan shall be construed in a manner consistent with this intent.

SECTION15.CONSTRUCTION

The validity of the Plan or any of its provisions will be determined under and will be construed according to federal law and, to the extent permissible, according to the internal laws of the state ofIllinois.IfanyprovisionofthePlanisheldillegalorinvalidforanyreason,suchdetermination willnotaffecttheremainingprovisionsofthePlanandthePlanwillbeconstruedandenforcedas if said illegal or invalid provision had never been included.

SECTION16.LEGAL ACTION

No legal action may be brought in court on a claim for benefits under the Plan after 180 days following the decision on appeal (or 180 days following the expiration of the time to make an appeal if no appeal is made).

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