AMENDMENT TO THE BOEING COMPANY EXECUTIVE SUPPLEMENTAL SAVINGS PLAN

Exhibit 10.2

THISDOCUMENTCONSTITUTESPARTOFAPROSPECTUSCOVERINGSECURITIESTHATHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

THE BOEING COMPANY

EXECUTIVESUPPLEMENTALSAVINGSPLAN

EFFECTIVEJUNE23,2026

TABLE OF CONTENTS

ARTICLEI Introduction 1

ARTICLEIIDefinitions 2

2.1 Account 2

2.2 AffiliateorSubsidiary 2

2.3 AuthorizedPeriodof Absence 2

2.4 BasePay 2

2.5 BasePayDeferrals 3

2.6 BasePayRate 3

2.7 Beneficiary 3

2.8 BoardofDirectors 3

2.9 Boeing401(k) 3

2.10 BSS Plan 3

2.11 CashIncentive 3

2.12 CashIncentiveDeferrals 4

2.13 Code 4

2.14 Company 4

2.15 Company Contributions 4

2.16 CompanyNon-ElectiveContributions 4

2.17 Compensation 4

2.18 CompensationCommittee 5

2.19 Contribution Credit 5

2.20 ControlledGroup 5

2.21 DCSERP Contributions 5

2.22 DeferralElection 5

2.23 DCP 5

2.24 DCPDeferrals 5

2.25 DCPMatchingContributions 5

2.26 EarningsCredits 5

2.27 ElectedExecutive 5

2.28 ElectionPeriod 6

2.29 EligibilityDeterminationDate 6

2.30 EligibleEmployee 6

2.31 Employee 7

2.32 ExtraDeferrals 7

2.33 ExecutiveSSP+ CompanyContributions 7

2.34 IncentiveMatchingContributions 7

2.35 NewlyEligible 7

2.36 Participant 7

2.37 ParticipantDeferrals 7

2.38 PerformanceAwards 8

2.39 PilotEarly Leave 8

2.40 Plan 8

2.41 Plan Administrator 8

2.42 Plan Year 8

2.43 PVP 8

2.44 RestorationDeferrals 8

2.45 RestorationMatchingContributions 8

2.46 RestorationSSP+CompanyContributions 8

2.47 RestorationTrue-Up Contributions 9

2.48 Separationfrom Service 9

2.49 Service 9

2.50 SpecifiedEmployee 9

2.51 UnforeseeableEmergency 9

2.52 USExecutivePayroll 9

2.53 VestedPerformance AwardDeferrals 10

ARTICLEIIIParticipantDeferrals 11

3.1 AnnualParticipation andDeferrals – Eligibility 11

3.2 Mid-YearParticipation –Eligibility 12

3.3 DeferralElections 12

3.4 CancellationofDeferralElectionDuetoUnforeseeableEmergency 15

3.5 Creditingof DeferralstoAccount 15

ARTICLEIVCompany Contributions 16

4.1 RestorationMatchingContributions 16

4.2 RestorationTrue-Up Contributions 16

4.3 IncentiveMatchingContributions 17

4.4 Company Non-Elective Contributions (Component of the Executive

Benefit) 17

4.5 DCSERP Contributions(Componentof theExecutiveBenefit) 18

ARTICLEV Vesting andForfeitureRules 23

5.1 Vesting 23

5.2 ExtraDeferralVesting 23

5.3 RestorationVesting 23

5.4 ExecutiveBenefitVesting 23

5.5 ExecutiveSSP+ CompanyContributionForfeitureRules 23

5.6 DCSERP Vesting 25

5.7 DCSERPForfeitureRules 28

ARTICLEVIDistributions 30

6.1 Formand Timing of Distribution 30

6.2 DeathBenefits 34

6.3 RehiresandAuthorized PeriodsofAbsence/Reduced Level ofServices 35

ARTICLEVIIAccounts 38

7.1 ParticipantAccounts 38

7.2 EarningsCredits 38

7.3 InvestmentElection Changes andRestrictions 39

7.4 MissingParticipants andImproper Credits 40

ARTICLEVIIIAdministration 41

8.1 Plan Administration 41

8.2 ClaimsProcedure 41

ARTICLEIXAmendmentand Termination 42

ARTICLEXMiscellaneous 43

10.1 NoEmployment Rights 43

10.2 Anti-Assignment 43

10.3 UnfundedStatus ofPlan 43

10.4 DelaysorAcceleration inPayment 43

10.5 InvoluntaryInclusion in Income 43

10.6 CompliancewithCodeSection409A 44

10.7 Construction 44

10.8 LegalAction 44

10.9 TaxWithholding 44

10.10 Liabilityfor BenefitPayments 45

10.11 RecoveryofPlan Overpayments 45

10.12 Notice 45

Appendix A List of Excluded Entities A-1

Appendix B Deferred Compensation Plan for Employees of The Boeing Company B-1

ARTICLE I

Introduction

Plan Overview

The Boeing Company Executive Supplemental SavingsPlanprovidesfourseparatecomponents:

(A) Extra Deferrals, the purpose of which is to provide a means by which eligible employeesmaydeferpaymentoftheirbasesalariesandawardsmadeundereligible incentive compensation plans (a traditional deferred compensation benefit);

(B) the Restoration Benefit, the purpose of which is to restore the benefits of eligible employeesunderTheBoeingCompany401(k)RetirementPlan(“Boeing401(k),” previouslynamedTheBoeingCompanyVoluntaryInvestmentPlan),totheextent that thesequalified plan benefitsarelimited by Code sections415 and 401(a)(17);

(C) ExecutiveBenefit,whichincludesCompanyNon-ElectiveContributions,DCSERP Contributions, and historic Executive SSP+ Company Contributions; and

(D) DCP Accounts, which are the recordkeeping accounts established for Participants who participated in the Deferred Compensation Plan for Employees of The Boeing Company,whichwasfrozenDecember31,2018andmergedintothisPlaneffective January 1, 2022.

Plan History

The Plan (originally named, the Supplemental Benefit Plan for Employees of The Boeing Company)(the“Plan”)wasoriginallyestablishedeffectiveJanuary1,1978,byTheBoeing Company.

ThePlanhasbeenamendedandrestatedfromtimetotimesinceitsoriginaleffectivedate, including on January 1, 2008, to comply with Code section 409A.

ThePlanisnowbeingamendedandrestatedeffectiveJune23,2026toreflectchangestocertain authorities and responsibilities within the Plan and incorporate all amendments to the Plan since the date of the last Plan restatement.

PlanStatus

The Plan is a nonqualified deferred compensation plan subject to Code section 409A.It is also intended that the Plan shall be, in part, an excess benefit plan as defined in section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), to the extent benefits are paid in excess of the limits imposed by Code section 415.To the extent any part of the Plan isnotanexcessbenefitplan,itisintendedthatthePlanisanunfundedplanmaintainedprimarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

ARTICLE II

Definitions

2.1 Account

“Account” means the recordkeeping account established for each Participant, for purposesofaccountingfortheallocationsmadehereunderandtheEarningsCredits thereon.Each Account will consist of the following sub-accounts, to the extent applicable, and the Earnings Credits thereon:

(A) the Restoration Account (consisting of Restoration Deferrals, Restoration Matching Contributions,RestorationTrue-UpContributions,andforperiodspriortoJanuary1, 2022, Restoration SSP+ Company Contributions);

(B) theExtraDeferralAccount(consistingofExtraDeferrals,CashIncentiveDeferrals, Incentive Matching Contributions, and Vested Performance Award Deferrals);

(C) the Executive Benefit Account (consisting of Company Non-Elective Contributions, DCSERPContributionsandforperiodspriortoJanuary1,2022,theExecutiveSSP+ CompanyContributions);and

(D) theDCPAccount(consistingofDCPDeferralsandDCPMatchmadetotheDCP prior to January 1, 2019).

2.2 AffiliateorSubsidiary

“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)), a group of trades or businesses (whether incorporated or not) which are undercommoncontrolwithinthemeaningofCodesection414(c),oranaffiliatedservice group (as defined in Code sections 414(m) or 414(o)), in each case of which The Boeing Company is a part.

2.3 AuthorizedPeriodofAbsence

“AuthorizedPeriodofAbsence”meansaleaveof absenceapprovedbytheCompany.

2.4 BasePay

“BasePay”meansanEmployee’sbase pay(salary)fromtheCompany.Forclarity,this is the same as an Employee’s “Compensation” as such term is defined under theBoeing 401(k), but determined (A)without regard to the limitation on such compensation under Codesection401(a)(17)and(B)priortoanydeferralsofcompensationmadehereunder. Notwithstanding anything herein to the contrary, Base Pay does not include amounts earned while an Employee is represented by a union with a collective bargaining agreement covering such Employee that does not provide for participation in the Plan.

In no event will Base Pay include payments under any incentive compensation or performanceawardplan,withoutregardtowhethertheyareincludedinthedefinitionof “Compensation” under the Boeing 401(k).

2.5 BasePay Deferrals

“BasePayDeferrals”meansdeferralsofBasePaythataremadepursuantto Section

3.1(A).

2.6 BasePay Rate

“BasePayRate”meansanEmployee’sannual rate ofBasePay.

2.7 Beneficiary

“Beneficiary”meansthe personorpersonsdesignatedbyaParticipanttoreceive

distributions from the Plan upon the Participant’s death, in accordance with the rules established by the Plan Administrator.If no effective designation is on file, then the Beneficiary shall be the person or persons designated by a Participant under the Boeing 401(k) to receive any benefit payable from the Boeing 401(k) upon the death of the Participant.If no effectivedesignation is on file under thisPlan orthe Boeing 401(k), or ifthedesignatedbeneficiarydoesnotsurvivetheParticipant,thenthedefaultbeneficiary rules stated in the Boeing 401(k) will apply to determine the Beneficiary under the Plan. ABeneficiarymaydisclaimhisorherbenefitinaccordancewiththerulesestablishedby the Plan Administrator, and in the case of an effective disclaimer, the Participant’s designationofsuchindividualwillbetreatedasineffectiveandtherulesdescribedabove for an ineffective beneficiary designation will apply.

2.8 Boardof Directors

“BoardofDirectors”meanstheboardofdirectorsofTheBoeingCompany.

2.9 Boeing401(k)

“Boeing401(k)”meansTheBoeingCompany401(k)RetirementPlan,asamended.

2.10 BSSPlan

“BSSPlan”meanstheBSSRetirementPlan,asamended,which,effectiveJanuary1, 2026, is Exhibit B to The Boeing Company Consolidated Pension Plan.

2.11 CashIncentive

“Cash Incentive” means the amount awarded to the Participant under The Boeing Company Elected Officer Annual Incentive Plan or under Appendix A(Executive EligibleEmployees)ofTheBoeingCompanyGlobalAnnualIncentivePlan(formerly The Boeing Company Annual Incentive Plan).

CashIncentivedeferredbytheParticipantunderArticleIIIwillbedeemedtohavebeen paid as if those amounts had not been deferred, for purposes of calculating Company Non-Elective Contributions under Article IV.

CashIncentivethatispaidafter aParticipant’sterminationofemploymentfrom the

ControlledGroupwillremainsubjecttotheParticipant’sdeferralelectionunderArticle III if it has become irrevocable under Section 3.3(c) as of the Participant’s termination date, but will not be counted for purposes of calculating the Company Non-Elective Contribution under Article IV.

2.12 CashIncentiveDeferrals

“CashIncentiveDeferrals”meansdeferralsofCashIncentivethataremadepursuantto

Section3.1(A).

2.13 Code

“Code”meanstheInternalRevenueCodeof1986,asamended.Anyreferencetoa specific provision of the Code includes any successor provision thereto and the regulations and rulings promulgated thereunder.

2.14 Company

“Company” means The Boeing Company, its successors in interest, and any Affiliate or Subsidiary that has adopted this Plan with the consent of The Boeing Company.An Affiliate or Subsidiary is deemed to have adopted this Plan, and The Boeing Company is deemed to have consented to such adoption, if the Affiliate or Subsidiary (a) participates intheBoeing401(k)and (b)isnotanexcludedemployerforpurposesofthisPlan.Alist of excluded employers, as updated from time to time, is attached hereto as Appendix A.

2.15 CompanyContributions

“CompanyContributions”meanRestorationMatchingContributions,RestorationTrue- Up Contributions, Company Non-Elective Contributions, Incentive Matching Contributions, and DC SERP Contributions.For periods prior to January 1, 2022, Company Contributions also included Restoration SSP+ Company Contributions and Executive SSP+ Company Contributions.

2.16 CompanyNon-ElectiveContributions

“CompanyNon-ElectiveContributions”meanthecontributionsallocatedpursuantto

Section4.4.

2.17 Compensation

“Compensation”meansaParticipant’sBasePay, CashIncentive,andPerformance

Awards,if any.

2.18 CompensationCommittee

“CompensationCommittee”meanstheCompensationCommitteeoftheBoardof

Directors.

2.19 ContributionCredit

“ContributionCredit”meanstheapplicablepercentageusedtocomputeaneligible Participant’s DC SERP Contributions under Section 4.5.

2.20 ControlledGroup

“ControlledGroup”meanstheCompanyandanyAffiliateor Subsidiary.

2.21 DCSERPContributions

“DCSERPContributions”meansthecontributionsallocatedpursuanttoSection4.5.

2.22 DeferralElection

“DeferralElection”meanstheelectionsmadebyanEligibleEmployeetodeferaportion of his or her eligible Compensation in accordance with Article III, including any Restoration Deferral Election and any Extra Deferral Election.

2.23 DCP

“DCP”meanstheDeferredCompensationPlanforEmployeesofTheBoeingCompany,

whichwasmergedintothisPlaneffectiveJanuary1, 2022.

2.24 DCPDeferrals

“DCP Deferrals” mean the portion of a Participant’s Base Pay, Cash Incentive, or PerformanceAwards,ifany,thatheorsheelectedtodeferonapre-taxbasisunderthe DCP prior to January 1, 2019.

2.25 DCPMatchingContributions

“DCPMatchingContributions”meanthematchingcontributionsthatwerepreviously

madeunder theDCP.

2.26 EarningsCredits

“EarningsCredits”meanstheadjustmenttoaParticipant’sAccountunderSection7.2,

whichmay bepositiveornegative.

2.27 ElectedExecutive

“ElectedExecutive”meansanEmployeewhoiselectedasanexecutiveofficerofthe

Company.

2.28 ElectionPeriod

“Election Period” means the period or periods established by the Plan Administrator duringwhichaneligibleEmployeemaysubmitDeferralElections,allinaccordancewith such timing and other requirements as the Plan Administrator may establish and, in all cases, the applicable rules under Code section 409A.In no event will (a) an annual Election Period for Participant Deferrals, including Cash Incentive Deferrals related to anyCashIncentiveearnedafterDecember31,2025,expirelaterthanDecember31ofthe Plan Year in which the election is made and/or (b) a mid-year Election Period expire more than thirty (30) days after the Employee first becomes eligible to participate in the Plan.Different Election Period rules applied with respect to certain Cash Incentive Deferralsrelated to Cash Incentivesearned priorto January 1,2026 (including thosepaid in early 2026 for the performance period ending December 31, 2025).

2.29 EligibilityDeterminationDate

“EligibilityDeterminationDate”means(a)forpurposesofParticipantDeferralsother than Cash Incentive Deferrals with respect to any Plan Year, the November 1 of the precedingPlanYear(orsuchotherdateasdeterminedbythePlanAdministratorwith respect to any Employee(s); provided that such determination complies with the

requirements of Code section 409A), and (b) for purposes of the definition of “Newly Eligible,”thedateanEligibleEmployeeishiredorrehiredintothestatusofanEligible

Employee.Forthe2022PlanYear,November1,2021wasusedasthedefaultEligibility Determination Date for all 2022 full Plan Year Deferral Elections.

2.30 EligibleEmployee

“Eligible Employee” means, with respect to any Plan Year (or portion of a Plan Year, in thecaseofamid-yearenrollment)ifapplicable,anindividualwhoisanEmployeeandis paidonaU.S.dollar-basedpayrollasofthe EligibilityDeterminationDate, andwhohas satisfied any additional requirements to make Extra Deferrals under Section 3.1(A) or 3.2, to make Restoration Deferrals under Section 3.1(B) or 3.2, to receive allocations of Restoration Matching Contributions under Section 4.1, to receive allocations of Restoration True-Up Contributions under Section 4.2, to receive allocations of Incentive Matching Contributions under Section 4.3, to receive allocations of Company Non- Elective Contributions under Section 4.4, and/or to receive allocations of DC SERP Contributions under Section 4.5, in each case, if any and to the extent applicable.

Notwithstanding the foregoing or anything herein:(i) an Employee is an Eligible Employeeonly if theEmployeeiseligible for the Boeing 401(k), and is not eligible for The Boeing Company Supplemental Savings Plan and (ii) an Employee shall not be considered an Eligible Employee hereunder if his or her employer is excluded from participationinthePlan.Alistofexcludedemployers,asupdatedfromtimetotime,is attached hereto as Appendix A.

2.31 Employee

“Employee”meansany person who is employed by any member oftheControlled Group,isdesignatedasacommonlawemployeeonsuchmember’spayroll,andis assigned by such member to the US Executive Payroll.

2.32 ExtraDeferrals

“ExtraDeferrals”meansanyBasePayDeferral,CashIncentiveDeferralorVested Performance Award Deferral that a Participant elects to defer on a pre-tax basis in accordance with Section 3.1(A) and, to the extent applicable, Section 3.2(A).

2.33 ExecutiveSSP+CompanyContributions

“ExecutiveSSP+CompanyContributions”meansthehistoricExecutiveSSP+Company Contributions that were credited to a Participant’s Account with respect to periods prior to January 1, 2022.

2.34 IncentiveMatchingContributions

“IncentiveMatchingContributions”meanthecontributionsallocatedpursuanttoSection

4.3.

2.35 NewlyEligible

“NewlyEligible”meansanindividualwho(i)ishiredorrehiredasanEmployee,(ii)was not eligible to participate in the Plan or in a deferred compensation plan that isaggregated with the Plan under the aggregation rules of Code section 409A (including The Boeing Company Supplemental Savings Plan), other than the crediting of earnings, within the 24-month period immediately preceding the Eligibility Determination Date(or, has taken a full distribution of his or her interest in such plan), and (iii) is paid on a U.S.dollar-basedpayrollasoftheEligibilityDeterminationDate.

2.36 Participant

“Participant”meansanEligibleEmployeewhohaselectedtodeferCompensationorwho is eligible to receive a Company Contribution hereunder, or for purposes of Articles V through X, an Employee or former Employee who has amounts credited to his or her Account.

2.37 ParticipantDeferrals

“ParticipantDeferrals”meanExtraDeferralsandRestorationDeferrals.

2.38 PerformanceAwards

“Performance Awards” means any award designated as such under The Boeing Company’s2003IncentiveStockPlanandanysuccessororotherlong-termequity incentiveplan that maybemaintained byTheBoeing Companyfrom time to time.

2.39 PilotEarly Leave

“PilotEarlyLeave”hasthemeaningprovided intheBoeingPilot EarlyLeaveProgram.

2.40 Plan

“Plan”meansTheBoeingCompanyExecutiveSupplementalSavingsPlanashereinset

forth,togetherwith any amendmentsthatmaybeadoptedfrom timeto time.

2.41 PlanAdministrator

“Plan Administrator” means the Chief Human Resources Officer of The Boeing CompanyoranyindividualorcommitteetowhichtheChiefHumanResourcesOfficer has delegated either general or specific authority under this Plan.Employee Benefit Plans Committee of The Boeing Company.

2.42 PlanYear

“PlanYear”meansthecalendaryear.

2.43 PVP

“PVP”meansThePensionValuePlanforEmployeesofTheBoeingCompany,as amended, which, effective January 1, 2026, is Exhibit A to The Boeing Company Consolidated Pension Plan.

2.44 RestorationDeferrals

“RestorationDeferrals”meanstheportionofaParticipant’sCompensation,ifany,thathe or she elects to defer on a pre-tax basis under this Plan in accordance with Section 3.1(B) and, to the extent applicable, Section 3.2.

2.45 RestorationMatchingContributions

“RestorationMatchingContributions”meanstheamountcreditedtoaParticipant’s

AccountunderSection4.1.

2.46 RestorationSSP+CompanyContributions

“Restoration SSP+ Company Contributions” means the historic Restoration SSP+ CompanyContributionsthatwerecreditedtoaParticipant’sAccountwithrespectto periods prior to January 1, 2022.

2.47 RestorationTrue-UpContributions

“RestorationTrue-UpContributions”meansthecontributionsallocatedpursuantto

Section4.2.

2.48 SeparationfromService

“Separation from Service” or “Separates from Service” means an Employee’s death, retirementorterminationofemploymentfromtheControlledGroupwithinthemeaning 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).

A Separation from Service is deemed to include a reasonably anticipated permanent reductioninthelevelofservicesperformedbyanEmployeetolessthan50percentofthe average level of services performed by the Employee during the immediately preceding 36-month period.

2.49 Service

“Service”meanstheParticipant’syearsofservicewiththeControlledGroup,determined in the same manner as the service time calculation under the Boeing Service Awards Program procedure, in completed whole years.

2.50 SpecifiedEmployee

“Specified Employee” means an Employee who is a “specified employee” within the meaning of Code section 409A.Specified Employee status is determined on the last day ofthepriorPlanYear,totakeeffect asofApril1 ofthePlanYearfora12-monthperiod. Notwithstanding the foregoing, Specified Employees shall be determined by including the employees who are reasonably determined to be the 75 top-paid officers of the Controlled Group as of the determination date, rather than the 50 top-paid officers as provided under Code section 416(i)(1)(A), to the extent permitted under Code section 409A.

2.51 UnforeseeableEmergency

“UnforeseeableEmergency”means “unforeseeableemergency”withinthemeaningof

Codesection409A,asdeterminedbythePlan Administrator.

2.52 USExecutivePayroll

“US Executive Payroll” means the executive designation of level EL, EV or ED at the Company(priortoAugust15,2022,theexecutivedesignationoflevelE-1toE-5atthe Company).The US Executive Payroll was previously called the “E-Series Payroll.”

2.53 VestedPerformanceAwardDeferrals

“VestedPerformanceAwardDeferrals”meansdeferralsofPerformanceAwardsunder

Section3.1(A).

ARTICLEIII

ParticipantDeferrals

3.1 AnnualParticipationandDeferrals–Eligibility

ThePlanprovidesEligibleEmployeeswithtwowaystodeferCompensationonapre-tax basis – the Extra Deferral component and the Restoration Deferral component.Only Eligible Employees will be permitted to participate.

ElectionstotakeeffectwithrespecttoafullPlanYearwillgenerallybemadeduringthe applicable annual Election Period.

(A) ExtraDeferralComponent

An individual is an Eligible Employee for purposes of making an Extra Deferral Election for a Plan Year if he or she is an Employee paid on a U.S. dollar-based payroll as of the Eligibility Determination Date.In addition, the Plan Administrator may permit certain Employees who become Newly Eligible after theEligibilityDeterminationDateandbeforethebeginningofthenextfollowing Plan Year to have a special annual Election Period during which they may be permitted to make Cash Incentive Deferrals with respect to Cash Incentives earned in the next following Plan Year.

AnEligibleEmployeemayelectto deferup tothe following asExtraDeferrals:

(i) in the case of Base Pay Deferrals, 50% of his or her Base Pay payable in the PlanYeartowhichtheDeferralElectionapplies,(ii)inthecaseofCashIncentive Deferrals, 100%of hisor her Cash Incentiveearned in thePlan Year to which the Deferral Election relates (even if payable in a subsequent Plan Year), and/or (iii) in the case of Vested Performance Award Deferrals, 100% of his or her Performance Awards granted in the Plan Year to which the Deferral Election applies, which grant generally covers the next three (3) Plan Years (even if payable in a subsequent Plan Year), if any.For clarity, Extra Deferrals will be made without regard to the Code section 401(a)(17) and 415(c) limitations.

ExtraDeferralswillbecreditedtotheParticipant’sAccountonthedatethe Compensation would otherwise be payable, or as soon thereafter as administratively feasible.

(B) RestorationDeferralComponent

InanyRestorationDeferralElection,anEligibleEmployeemayelectadeferral percentage up to the maximum percentage of his or her Base Pay that the Employeecanelecttocontributeonapre-tax,after-taxand/orRothbasisunder the Boeing 401(k). Restoration Deferrals will be made from the Eligible Employee’sBasePayonlyaftereither:(1)BasePayfortheapplicablePlanYear reaches the limitation under Code section 401(a)(17), as indexed, for such Plan Yearor(2)theParticipant’sannual additionsundertheBoeing401(k)for

the applicablePlanYearreachthedollarlimitationofCodesection415(c),as indexed.

RestorationDeferralswillbecreditedtotheParticipant’sAccountonthedatethe Compensation would otherwise be payable, or as soon thereafter as administratively feasible.

3.2 Mid-YearParticipation–Eligibility

To the extent permitted by and in accordance with the rules prescribed by the Plan Administrator, an Employee who is Newly Eligible during a Plan Year may elect (A) ExtraDeferralsuptoamaximumof50%oftheBasePayearnedandpayableineachfull regular pay period commencing after the end of the Election Period (or such other date determined by the Plan Administrator in accordance with Code section 409A) for the remainder of the applicable Plan Year, (B) Restoration Deferrals (if the Eligible Employee satisfies the criteria of this Section) and (C) the form and time of distribution of the Account with respect to such Plan Year, as permitted by Section 6.1.Such mid- year elections will be made during the mid-year Election Period.Different mid-year election rules applied with respect to Plan Years prior to January 1, 2022.Mid-year elections cannot be made for Cash Incentive Deferrals or Vested Performance Award Deferrals.

In any mid-year Restoration Deferral election, an Eligible Employee will be permitted to makeaRestorationDeferralelectionwithrespecttoBasePayearnedandpayableineach fullregularpayperiodcommencingaftertheendoftheElectionPeriodfortheremainder of such Plan Year up to the maximum percentage of his or her Base Pay that the Employee can elect to contribute on a pre-tax, after-tax and/or Roth basis under the Boeing 401(k) for such period.Restoration Deferrals will be made from the Eligible Employee’sBasePayonlyaftereither:(1)BasePayfortheapplicablePlanYearreaches the limitation under Code section 401(a)(17), as indexed, for such Plan Year or (2) the Participant’sannualadditionsundertheBoeing401(k)forthe applicablePlanYearreach the dollar limitation of Code section 415(c), as indexed.

3.3 DeferralElections

An Eligible Employee may elect to defer a percentage of his or her eligibleCompensation for a Plan Year (or portion of a Plan Year in the case of a mid-year enrollment) on a pre-tax basis by executing and delivering one or more timely Deferral Election(s)inaccordancewiththeprovisionsofthisSection3.3.Thetypeandamountof eligible Compensation that may be deferred is described in Section 3.1 (for annual deferrals) and Section 3.2 (for mid-year deferrals).

Notwithstandinganythinghereintothecontrary,totheextentanyEligible Employeehad in effect an active (A) Restoration Deferral Election under this Plan immediately prior to its amendment and restatement as of January 1, 2019 and does not timely change such RestorationDeferralElectionwithrespecttothePlanYearbeginningonJanuary1,2019, such Eligible Employee shall be deemed to have continued such active Restoration

DeferralElectionwithrespecttothePlanYearbeginningonJanuary1,2019and(except as otherwise provided below for Employees who cease to be Eligible Employees) future Plan Years on an “evergreen basis” unless and until such Eligible Employee changes such Restoration Deferral Election in accordance with this Section 3.3; or (B) election to defer compensation under the DCP immediately prior to that plan’s amendment and restatement as of January 1, 2019 and fails either to make a timely Extra Deferral Election or to indicate affirmatively that he or she does not wish to make an Extra Deferral Election with respect to the Plan Year beginning on January 1, 2019, such Eligible Employee shall be deemed to have made an Extra Deferral Election identical to such election to defer compensation under the DCP with respect to the Plan Year beginning on January 1, 2019 and (except as otherwise provided below for Employees who cease to be Eligible Employees) future Plan Years on an “evergreen basis” unless and until such Eligible Employee changes such Extra Deferral Election in accordance with this Section 3.3.

(A) DeferralElections

An Eligible Employee’s Deferral Election(s) must be made in accordance with rules established by the Plan Administrator.An Eligible Employee may make separate Extra Deferral Elections with respect to Base Pay, Cash Incentive and PerformanceAwards(ifany)and/oraseparateRestorationDeferralElectionwith respect to Base Pay, each to the extent described in Section 3.1 or 3.2, as applicable.

Eligible Employees may make new Deferral Elections for each succeeding Plan Year.An Eligible Employee’s Deferral Election will be “evergreen” – it will carry-over from Plan Year to Plan Year (or from a partial Plan Year to the subsequentPlanYearinthecaseofamid-yearenrollment)unlessitischangedor cancelled in accordance with rules established by the Plan Administrator or as otherwise provided in this Plan.

(B) Distribution Elections

Deferral Elections will include an option to elect the form and timing of distributionwithregardtotheParticipantDeferrals,asdescribedinArticleVI,as applicable.

Anyelectionmadeasto theformandtiming ofdistributionwithrespect to

RestorationDeferralswillapplytotheParticipant’sentireRestorationAccount.

Ingeneral,DeferralElectionsmustbefiledduringtheapplicableElectionPeriod. Deferral Elections with respect to a full Plan Year (including Cash Incentive Deferral Elections) will generally become irrevocable as of the last day of the applicable annual Election Period and, in all cases, by the date established by the Plan Administrator, which shall be no later than the dates prescribed under Code

section 409A, provided that the individual is an Eligible Employee on such date. DeferralElectionswithrespecttoamid-yearparticipationperiodwillbecome irrevocable as of the last day of the applicable mid-year Election Period.

OnceDeferralElectionsbecomeirrevocabletheygenerallymaynotbemodified with respect to the Plan Year, and the Compensation, to which they apply.

Accordingly, if an Employee ceases to be an Eligible Employee during the Plan Year (e.g., due to a reclassification as other than US Executive Payroll or Separation from Service), then any Deferral Election that has become irrevocable as described in this subsection (C) as of the date the Employee ceases to be an Eligible Employee shall remain in effect with respect to the Plan Year and the Compensation to which such Deferral Election applies.Likewise, an Employee who makes an irrevocable Restoration Deferral Election will be subject to restrictionsonmid-yearcontributionelectionchangesundertheBoeing401(k),in accordance with the terms of the Boeing 401(k).

IfanEmployeeceasestobeanEligibleEmployee(e.g.,duetoareclassification as other than US Executive Payroll) prior to the date that any Deferral Election (including any evergreen election) has become irrevocable as described in this subsection (C), then any such Deferral Election shall be cancelled as of the date such Deferral Election would have become irrevocable if the Employee had remained an Eligible Employee.

Notwithstanding anything herein to the contrary, if an Employee experiences a Separation from Service, then (1) such Employee shall not be permitted to make Restoration Deferrals, Extra Deferrals or Cash Incentive Deferrals in (or a Deferral Election for) any Plan Year following the Plan Year in which the individual experiences a Separation from Service and (2) any Deferral Election (including any evergreen election) for any Plan Year following the Plan Year in which the individual experiences a Separation from Service that may have been made but not become irrevocable as described in this subsection (C), shall be cancelled as of the date such Deferral Election would have become irrevocable if the individual had not experienced aSeparation from Service; provided, however, that this rule shall not apply to (i) a Cash Incentive Deferral Election that has becomeirrevocablepriortotheendofthePlanYearinwhichtheSeparationfrom Service occurs or (ii) any Eligible Employee who has experienced a Separation from Service due to commencement of Pilot Early Leave.

SeeSection3.4foralimitedexceptiontothegeneralruleontheirrevocabilityof Deferral Elections, in the event of Unforeseeable Emergency.

(D) NoMid-YearElections

ExceptasprovidedinthisArticleIII,anEmployeewhobecomesNewlyEligible during a Plan Year (including as a result of a salary increase) will not be eligible to make Participant Deferrals during such Plan Year.

3.4 CancellationofDeferralElectionDuetoUnforeseeableEmergency

Notwithstanding the irrevocability rule described in Section 3.3, a Participant will be permittedtocancelanexistingDeferralElectionwithregardtoaPlanYearduringthat Plan Year if the Participant incurs an Unforeseeable Emergency, as determined by the Plan Administrator.

If a Participant has elected and received a distribution due to an Unforeseeable EmergencyunderSection6.1(I),theParticipantwillbedeemedtohaveelectedtocancel his or her Deferral Election(s) that relate to Base Pay for the remainder of the applicable Plan Year.

3.5 CreditingofDeferralstoAccount

Inallcases,ParticipantDeferralswillbecreditedtotheParticipant’sAccountonthedate the Compensation would otherwise have been payable, or as soon thereafter as administratively feasible.

ARTICLEIV

CompanyContributions

4.1 RestorationMatchingContributions

A Participant who defers Base Pay pursuant to a Restoration Deferral Election under Section3.3willbecreditedwithaRestorationMatchingContributionfromtheCompany relatedtosuchRestorationDeferrals.ThisRestorationMatchingContributionwillequal a percentage (determined based on the matching contribution formula applicable to the Participant under the Boeing 401(k) for the Plan Year) of the Participant’s Restoration Deferrals for the Plan Year.

RestorationMatchingContributionsunderthisPlanapplyonlytoParticipantDeferralsof Base Pay made pursuant to a Restoration Deferral Election.Restoration Matching Contributions will not be made with respect to Participant Deferrals of Base Pay made pursuant to an Extra Deferral Election.

AnEligibleEmployeemustmakeatimelyRestorationDeferralElection,asdescribedin Section 3.3, to become eligible to participate in the Restoration Matching Contribution component of the Plan.Distribution elections are discussed in Article VI.

RestorationMatchingContributionswillbecreditedtotheParticipant’sAccountonthe datethattheunderlying RestorationDeferralsarecreditedtotheParticipant’sAccount.

4.2 RestorationTrue-UpContributions

The Company may make a Restoration True-Up Contribution to this Plan on behalf of certainEligibleEmployees.TheRestorationTrue-UpContribution,ifany,willbeequal to the true-up matching contribution calculated as described in the Boeing 401(k) with

respect to the Plan Year (provided that, if the Eligible Employee’s contributions to the Boeing 401(k) were stopped due to Code limits, then the portion of the Plan Year prior to the date the contributions were stopped shall be treated as if it were the Plan Year for purposes of such calculation) minus the amount of the true-up matching contribution that is actually made to the Boeing 401(k), if any, as determined by the Plan Administrator in itssolediscretion;providedthat,noRestorationTrue-UpContributionwillbemadeifthe Employee terminates from employment prior to the last business day of the Plan Year for any reason other than retirement (for this purpose, after attaining age 55 with 10 years of service or after attaining age 62 with 1 year of service), disability (for this purpose, meaning the Eligible Employee is determined to be disabled by the Social Security Administration), layoff, or death.

Notwithstanding the foregoing, in no event shall the Restoration True-Up Contribution for a Plan Year, if any, when added to the matching contributions to the Boeing 401(k) (includingtrue-upmatchingcontributions)andanyRestorationMatchingContributions made for such Plan Year, exceed 100% of the first 10% of eligible compensation contributed or credited to the Boeing 401(k) and this Plan.In addition, a Restoration

True-Up Contribution will be made only if the Employee otherwise satisfies the eligibility requirements for a true-up matching contribution in the Boeing 401(k).

AnEligibleEmployeeforpurposesofthisSection4.2neednotmake(orbeeligibleto make) a timely Restoration Deferral Election for a Plan Year in order to receive an allocation ofRestoration True-Up Contributionsfor such Plan Year, ifany.Available distribution elections are discussed in Article VI.

The Restoration True-Up Contribution, if any, will be credited to the Participant’s Accountonthedatethattrue-upmatchingcontributionsaremadetotheBoeing401(k), or as soon as thereafter administratively feasible.

4.3 IncentiveMatchingContributions

Subject to the conditions of this Section 4.3, a Participant who makes Cash Incentive Deferrals under Section 3.3 will be credited with an Incentive Matching Contribution from the Company related to such Cash Incentive Deferrals.This Incentive Matching Contribution will equal a percentage (determined based on the matching contribution formulaapplicabletotheParticipantundertheBoeing401(k)forthePlanYear)ofthe Participant’s Cash Incentive Deferrals for the Plan Year.

AnEligibleEmployeemustmakeatimelyCashIncentiveDeferralElection,asdescribed in Section 3.3, to become eligible for the related Incentive Matching Contributions. DistributionelectionsarediscussedinArticleVI.

IncentiveMatchingContributionswillbecreditedtotheParticipant’sAccountonthe date that the underlying Cash Incentive Deferrals are credited to the Participant’s Account.

Notwithstanding the foregoing, no Incentive Matching Contribution will be made with respect to any Cash Incentive that is paid (or, but for the Participant’s Cash Incentive Deferralelection,wouldbepaid)afterthedatetheParticipantexperiencesaSeparation fromServiceunlesssuchSeparationfromServiceisduetocommencementofPilotEarly Leave.

4.4 CompanyNon-ElectiveContributions(ComponentoftheExecutiveBenefit)

TheCompanymaymakeCompanyNon-ElectiveContributionstothisPlanwithrespect to a Plan Year on behalf of certain Eligible Employees in an amount and subject to the terms and conditions determined by the Compensation Committee or its delegates.

Forclarityandwithoutlimitingtheforegoing,forPlanYearsbeginningJanuary1,2022 and January 1, 2023, the Company Non-Elective Contribution for such Plan Years will

include a contribution equal to 2% of the Eligible Employee’s Base Pay and Cash Incentive paid by the Company during the applicable Plan Year; provided that (i) such contributionwillnotbemadeiftheEligibleEmployeeterminatesfromemploymentprior to the last business day of the Plan Year for any reason other than retirement (for this purpose, after attaining age 55 with 10 years of service or after attaining age 62 with 1

year of service), disability (for this purpose, meaning the Eligible Employee isdeterminedtobedisabledbytheSocialSecurityAdministration),layoff, ordeathand (ii) Cash Incentive that is paid after an Eligible Employee’s termination of employment from the Controlled Group will not be counted for purposesof calculating the Company Non- Elective Contribution.For any Eligible Employee promoted onto the US Executive Payroll during an applicable Plan Year, the computation of the Company Non-Elective ContributionforthePlanYearofpromotionwilltakeintoconsiderationanyeligiblepay that (i) was paid prior to the Eligible Employee’s promotion and (ii) would have been

usedtocomputesuchEligibleEmployee’sspecial2%non-electivecontributionin accordancewith thetermsof theBoeing 401(k), if any, but forsuch promotion, in accordance with the rules established by the Plan Administrator.

AnEligibleEmployeeforpurposesofthisSection4.4neednotmake(orbeeligibleto make)deferralstothePlaninordertoreceivean allocationofCompanyNon-Elective Contributions for such Plan Year.Available distribution elections are discussed in Article VI.

A Company Non-Elective Contribution will be credited to the Eligible Employee’s Accountonthedatetherelatednon-electivecontributionismadetotheBoeing401(k)(if any) or on the date otherwise determined by the Compensation Committee or its delegates, or, in each case, as soon thereafter as administratively feasible.

4.5 DCSERPContributions(ComponentoftheExecutiveBenefit)

(A) Eligibility

AnEmployeeiseligibletoreceiveDCSERPContributionswithrespecttoaPlan Year for so long as he or she satisfies the conditions in either (i) or (ii) below.

Notwithstanding anything herein to the contrary, no DC SERP Contributions will be made for:(1) any Elected Executive on or after January 1, 2020, (2) any Employee who is hired or promoted onto the US Executive Payroll on or after January 1, 2020, or (3) any individual who was previously an Elected Executive buthasceasedtoserveinsuchcapacityunlessthePlanAdministratordetermines, following consultation with the Compensation Committee and in his/her sole discretion, that such cessation of Elected Executive status is not in connection with such individual’s planned termination of employment from the Company.

(i) HiredBetweenJanuary 1,2009andDecember31,2019

AnEmployeesatisfiestheconditionsinthissubsection(i)if:

(a) TheEmployeewashiredonorafterJanuary1,2009,but before January 1, 2020,

(b) The Employee is on the US Executive Payroll in level EL orEV(referredtoaslevelE-1,E-2,orE-3priortoAugust 15, 2022), and was on the US Executive Payroll (in any level E-1 through E-5) as of December 31, 2019,

(d) The Employee is ineligible to accrue benefits under any definedbenefitplanmaintainedbytheControlledGroup.

(ii) HiredBeforeJanuary1,2009

AnEmployeesatisfiestheconditionsinthissubsection(ii)if:

(a) TheEmployeewashiredbeforeJanuary1,2009,

(b) TheEmployeewasontheUSExecutivePayroll(inany level E-1 through E-5) as of December 31, 2019, and

ForpurposesofdeterminingeligibilityfortheDCSERP,theterm“hired”generally

referstoanEmployee’smostrecentdateofhireorrehirewiththeCompany,exceptas provided below, regardless of the date on which the Employee joins the US Executive Payroll.

Forthispurpose:

(a) Approved Leaves of Absence.A return to the Controlled Group directly from an approved leave of absence, without incurring a termination of employment, is not considered a rehire.

Forthispurpose,anEmployee’speriodofemploymentwithULA or USA will be considered an approved leave of absence, to the extent that the Employee first transferred directly from the Controlled Group to ULA or USA and subsequently transferred directly from ULA or USA back to the Controlled Group.

(b) Transfers.A transfer of employment among members of the Controlled Group, without interruption, is not considered a rehire and,accordingly,themostrecentdateofhireorrehireforpurposes of determining such a transferred Employee’s eligibility would be the Employee’s most recent date of hire or rehire with the Company’s controlled group member from which the Employee transferred.

(c) Layoffs.A rehire to the Controlled Group following a termination ofemploymentduetolayoffgenerallywillnotbetreatedasarehire, ifrehireoccurswithinsixyearsofthelayoffevent.However,alaid off Employee who commences a retirement benefit during this six-yearperiodwillbetreatedasarehireifheorshelaterrehirestothe Controlled Group.

Anindividualwhobecame a“group-acquiredemployee”after

September30,2008andbeforeJanuary1,2009willbedeemed to have been hired on or after January 1, 2009, for purposes of determiningeligibilitytoreceiveacontributionforperiodsonand after January 1, 2009.No contribution will be paid prior to January

1, 2009.For this purpose, a “group-acquired employee” refers to an employee of the Company who became such as an immediate or ultimate result of a merger to which the Company was a party, or of the acquisition by the Companyof all or part of the assets, businesses or capital stock of another corporation or firm.

(B) DCSERP Participation

AnEligibleEmployeewillbeaParticipantintheDCSERPfortheperiod(s),if any, that the Employee satisfies the eligibility conditions in Section 4.5(A).

EachParticipanteligibleforDCSERPContributionsshallbeentitledto contributions under this Plan as described below.

(i) Payroll Contributions

ContributionswillbecreditedtotheParticipant’sAccountonthedatethe Base Pay and Cash Incentive otherwise would be payable, or as soon thereafter as administratively feasible.

(a) HiredBetweenJanuary 1,2009and December31,2019

A Participant described in Section 4.5(A)(i) (Hired Between January 1, 2009 and December 31, 2019) will receive a DC SERP contribution equal to a Contribution Credit times the sum of the Participant’sBasePayandCashIncentive,foreachapplicablepay period.TheContribution Credit fora pay period is determined by the Participant’s level as of such pay period as follows:

(1) 2%,foraParticipantatlevelEV(referredtoas level E-2 or E-3 prior to August 15, 2022).

(2) 4%,foraParticipantatlevelEL(referredtoaslevel E-1 prior to August 15, 2022).

IfaParticipantchangeslevelsduring apayperiod, the

Participant’slevel asin effect on thelast day ofthepay period will apply.For purposes of calculating the DC SERP contribution, a Participant’sBasePayandCashIncentivewillbecountedsolelyto the extent that (1) the Participant is on the US Executive Payroll during the applicable pay period or (2) such Cash Incentive is paid after a Participant’s termination of employment from the ControlledGroupbutonorbeforesuchParticipantreceiveshisor her final regular paycheck.

(b) HiredBeforeJanuary1,2009

AParticipantdescribedinSection4.5(A)(ii)(HiredBeforeJanuary 1, 2009) will receive a DC SERP contribution equal to a Contribution Credit times the sum of the Participant’s Base Pay and Cash Incentive, for each applicable pay period.For purposes ofcalculatingtheDCSERPcontribution,aParticipant’sBasePay andCashIncentivewillbecountedsolelytotheextentthat(1)the Participant is on the US Executive Payroll during the applicable pay period or (2) such Cash Incentive is paid after a Participant’s termination of employment from the Controlled Group but on or before such Participant receives his or her final regular paycheck.

TheContributionCreditwillequalthesumof(i)and,ifapplicable, (ii):

(1) 5%

(2) For a Participant who has attained age 55 (or will attainage55bytheend ofaPlanYear),0.5%times the Participant’s whole years of Benefit Service (as defined under the PVP and/or BSS Plan, as applicable, and determined as of January 1, 2016), subject to the limitation herein.The supplemental percentagecreditedunderthissubsection(ii)willbe contributed for a period not to exceed seven years. This seven-year period will commence on January 1, 2016 (or on January 1 of the year in which the Participant attains age 55, or on the date of promotion to the US Executive Payroll, whichever islatest) and will bemeasured in theaggregate over a Participant’s lifetime (i.e., regardless of whether the Participant has multiple periods of employment with the Controlled Group).

(ii) One-TimeContribution

An Employee who satisfies the requirements described in Section 4.5(A)(i) (Hired Between January 1, 2009 and December 31, 2019), and who is first promoted to a level of EL or EV (from a position at a level of ED) during the Plan Year (prior to August 15, 2022, first promoted to a level of E-1 through E-3 (from a position at a level of E-4 or E-5) during thePlanYear),willreceiveaone-timeadditionalcontributionequaltothe product of (a), (b) and (c) below.

(a) 2%

(b) The sum of:

(1) theParticipant’sBasePayRatein effect

immediatelyfollowingthepromotion,and

(2) his or her Cash Incentive target percentage multipliedbytheBasePayRate,bothasineffect immediately following the promotion.

(c) The Participant’s whole years of Service as of the date of firstpromotiontoalevelofELorEV(fromapositionata level of ED) (prior to August 15, 2022, to a level of E-1 through E-3 (from a position at a level of E-4 or E-5)); provided that, for such purpose, a Participant’s years of Service will be limited to Service earned since his or her most recent hire date.

ThisamountwillbecreditedtotheParticipant’sAccountasofthedateoffirst promotion to a level of EL orEV(referred to aslevel E-1, E-2, orE-3 prior to August 15, 2022), or as soon thereafter as administratively feasible.

AParticipantwhohasreceivedaone-timecontributionunderthisSectionupon promotion to a level of EL or EV (referred to as level E-1, E-2, or E-3 prior to August 15, 2022), will be ineligible for any further contributions under this subsection (C)(ii).

ARTICLE V

Vesting and Forfeiture Rules

5.1 Vesting

This Article V describes the vesting and forfeiture rules applicable to certain benefits under the Plan.In addition to the rules set forth in this Article V, see Section 7.4 regarding missing participants and improper credits, Section 10.2 regarding anti-assignment,Section10.3regardingtheunfundednatureofthisPlan,andAppendixBfor forfeiture rules applicable to the DCP Account.

5.2 ExtraDeferralVesting

AParticipant’sinterestinhisorherExtra DeferralAccountwillbe100%vestedatall

times.

5.3 RestorationVesting

AParticipant’sinterestinhisorherRestorationAccountwillbe100%vestedat all

times.

5.4 ExecutiveBenefitVesting

SubjecttoSection5.5andSection5.6,aParticipant’sinterestinhisorher Executive

BenefitAccountwillbe100%vestedatalltimes.

5.5 ExecutiveSSP+CompanyContributionForfeitureRules

The Plan Administrator may determine, in its sole discretion, that a Participant will forfeit any part or all of the portion of his or her legacy Executive SSP+ Company Contribution Account that is attributable to Executive SSP+ Company Contributions madeonandafterJanuary1,2017,ifanyofthefollowingcircumstancesoccurwhile employed by the Controlled Group or within five (5) years after termination of such employment:

(A) The Participant is convicted of a felony involving theft, fraud, embezzlement, or othersimilarunlawfulactsagainsttheControlledGrouporagainsttheControlled Group’s interests.For purposes of this Plan, “other similar unlawful acts against the Controlled Group or against the Controlled Group’s interests” shall include anyotherunlawfulact(i)committedagainsttheControlledGroup,ortheinterests of the Controlled Group, including, but not limited to, a governmental agency or instrumentalitywhichconductsbusinesswiththeControlledGroup,oracustomer of the Controlled Group, or (ii) affecting the Controlled Group or the interests of the Controlled Group, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the Controlled Group or the interests of the Controlled Group, as determined by the Plan Administrator in its sole discretion.

(B) The Participant, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Plan Administratordetermines,initssolediscretion,tobeanactivityinwhichthe Participantis“engagingincompetition”withanysignificantaspectofControlled Group business.For purposes of this Plan, “engaging in competition” shall include but is not limited to representing, providing services to, or being an employeeoforassociatedinabusinesscapacitywith,anypersonorentitythatis engaged, directly or indirectly, in competition with any Controlled Group business or that takes a position adverse to any Controlled Group business, regardless of the position or duties the Participant takes, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the interests of the Controlled Group, all as determined by the Plan Administrator in its sole discretion.

(C) TheParticipant,withouttheadvanceapprovalofTheBoeingCompany’sSenior Vice President of Human Resources (or successor position thereto), induces or attempts to induce, directly or indirectly, any of the Controlled Group’s employees, representatives or consultants to terminate, discontinue or cease working with or for the Controlled Group, or to breach any contract with the Controlled Group, in order to work with or for, or enter into a contract with, the Participant or any third party.

(D) The Participant disparages or otherwise makes any statements about the ControlledGroup,itsproducts,oritsemployeesthatcouldbeinanywayviewed as negative or critical.Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

(E) The Participant uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Controlled Group.Nothing in this paragraph will apply to legally protected communications to government agenciesorstatementsmadeinthecourseofsworntestimonyinadministrative, judicial, or arbitral proceedings.

TotheextenttheParticipanthasalreadyreceivedorcommencedpaymentofsuchportion of his or her Executive SSP+ Company Contribution Account, the Plan Administrator will be entitled to pursue any and all legal and equitable relief against the Participant to enforce the forfeiture of and recover the amount distributed from such Executive SSP+ Company Contribution Account.The forfeiture provisions will continue to apply unless and to the extent modified by a court of competent jurisdiction.However, if any portion oftheseforfeitureprovisionsisheldbysuchacourttobeunenforceable,theseprovisions shall be deemed amended to limit their scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect.

In addition, the Plan Administrator will, in all appropriate circumstances, require reimbursement of any Executive SSP+ Company Contribution Account attributable to ExecutiveSSP+CompanyContributionsmadeonandafterJanuary1,2017,whichare

attributabletoanincentiveawardthattheControlledGroupseekstorecoverunderthe clawback provision of any plan providing Cash Incentive.

5.6 DCSERPVesting

NopaymentsshallbemadefromaParticipant’sDCSERPAccountexcepttotheextent

suchParticipantisvested inhisorherDCSERPAccount.

(A) GeneralDCSERPVestingRuleforParticipantsHiredBetweenJanuary1,2009and December 31, 2019

AParticipantdescribedinSection4.5(A)(i)(HiredBetweenJanuary1,2009and December 31, 2019) will vest 100% in his or her DC SERP Account component(s) covered under this subsection (A) on the date the Participant satisfies the conditions in any of (i), (ii) or (iii) below.

(i) The Participant has been on the US Executive Payroll at a level of EL or EV (referred to as level E-1, E-2, or E-3 prior to August 15, 2022), for a period of 36 consecutive months.(For Participants with prior periods of employment, a period of consecutive months before January 1, 2009 on theUSExecutivePayrollatalevelofE-1throughE-3willbecountedfor purposes of determining whether this 36 consecutive month requirement has been satisfied.)

(ii) TheParticipantdieswhilean Employee.

(iii) TheParticipant is laid off from a position at level EL orEV (referred to as levelE-1,E-2,orE-3priortoAugust15,2022),andiseligibleforbenefits under The Boeing Company Executive Layoff Benefits Plan.

Seesubsection(C)belowforadditionalvestingrulesfortheseParticipantsbased on age and Service.

(B) GeneralDCSERPVestingRuleforParticipants HiredBeforeJanuary1, 2009

A Participant described in Section 4.5(A)(ii) (Hired Before January 1, 2009) will vest 100% in his or her DC SERP Account component covered under this subsection(B)onthedatetheParticipantsatisfiestheconditionsinanyof(i),(ii) or (iii) below.

(i) The Participant has been on the US Executive Payroll for a period of 36 consecutivemonths.ForaParticipantontheUSExecutivePayrollasof January 1, 2016, a period of consecutive months before January 1, 2016 ontheUSExecutivePayrollwillbecountedforpurposesofdetermining whether this 36 consecutive month requirement has been satisfied.

(ii) The Participant is fully vested under the PVP and/or BSS Plan, as applicable,anddieswhileanEmployeebeforehisorherDCSERP Account commences payment under this Plan.

(iii) The Participant is laid off from an US Executive position and is eligible forbenefitsunderTheBoeingCompanyExecutiveLayoffBenefitsPlan.

SpecialvestingrulesapplyforaParticipantdescribedinSection4.5(A)(i)(Hired Between January 1, 2009 and December 31, 2019) who has attained either (i) or (ii)whileemployed bytheControlled Group.

(i) Age55with10 yearsofService, or

(ii) Age62 with one year of Service.

This Participant will be 100% vested in the portion of his or her DC SERP AccountdescribedinSection4.5(C)(i)(PayrollContributions)afterheorshehas been on the US Executive Payroll for a period of 36 consecutive months.

This Participant will vest ratably in the portion of his or her DC SERP Account describedinSection4.5(C)(ii)(One-TimeContribution),ifany,attherateof1/36 for each consecutive month that the Participant is on the US Executive Payroll ata level of EL or EV (referred to as level E-1, E-2, or E-3 prior to August 15, 2022), starting with the date on which the Participant was first promoted to theUS Executive Payroll at a level of EL or EV (referred to as level E-1, E-2, or E-3 prior to August 15, 2022).This pro rata vesting rule is not intended to preclude theaccelerationofvestingundersubsections(A)(ii)(death)or(iii)(layoff)above, if applicable.

(D) AuthorizedPeriodof Absence

For purposes of this Section, an Authorized Period of Absence from the US Executive Payroll will count as a period on the US Executive Payroll, and an AuthorizedPeriodofAbsencefromapositionatlevelELorEV(referredtoas level E-1, E-2, or E-3 prior to August 15, 2022) will count as a period at these levels.

If an Employee ceases to be at the applicable level for any reason other than an AuthorizedPeriodofAbsence,andtheEmployeelaterreturnstoapositionatthe applicable level, these non-consecutive periods of service will not be aggregated for purposes of determining whether the 36-consecutive month requirement has been met.

(E) TransferstoandfromULAandUSA

For purposes of computing vesting for a Participant who transfers employment directlyfromtheControlledGrouptoULAorUSA,uninterruptedserviceatULA orUSAasanexecutiveinapositionatacomparablelevelwillbecredited toward the 36 consecutive months requirements described herein, provided that the Participant transfers directly from the US Executive Payroll (or a position at level EL or EV (referred to as level E-1, E-2, or E-3 prior to August 15, 2022), if applicable) at the Controlled Group to comparable executive status at ULA or USA, as applicable.ULA and USA service will not be credited toward vesting

under this Plan for any period following the Participant’s removal from this executive status.For purposes of computing vesting for a participant who transfers employment directly from ULA or USA to the Controlled Group, uninterrupted serviceat ULAorUSAas an executiveat a position comparable to the US Executive Payroll (or a position at level EL or EV (referred to as level E-1,E-2,orE-3priortoAugust15,2022),ifapplicable)willbecreditedtowardthe 36 consecutive months requirements described herein, provided that the Participant transfers directly from this executive status at ULA or USA to a position at a comparable level at the Controlled Group.ULA and USA service will not be credited toward vesting under this Plan for any period prior to the Participant’sattainment ofthisexecutivestatusat ULAorUSA,asapplicable.

(F) ImpactofSeparationfromService/Transfer

(i) Payroll Contributions.If aParticipant Separatesfrom Service(other than due to an Authorized Period of Absence) or transfers off of the US Executive Payroll (or a position at level EL or EV (referred to as level E- 1, E-2, or E-3 prior to August 15, 2022), if applicable) before becoming 100% vested in the payroll contribution portion of his or her DC SERP AccountdescribedinSection4.5(C)(i)(A)and/or(i)(B),asapplicable,the Participant will forfeit all rights to the nonvested portion of his or her DC SERP Account attributable to the period prior to his or her Separation from Service or transfer.To the extent any benefit under this Plan becomes vested during an Authorized Period of Absence that continues after a deemed Separation from Service, it will remain subject to the payment timing rules under Section 6.1.

(ii) One-Time Contributions.If a Participant stops accruing service toward satisfaction of applicable vesting requirements (such as due to a SeparationfromService) afterbecomingpartially vestedintheone-time contribution portion of the DC SERP Account, under subsection (C) above,andtheParticipantsubsequentlyresumesaccruingservicetoward satisfaction of applicable vesting requirements, the DC SERP Account accrued after such resumption will not be vested until the Participant satisfies the requirements of subsection (A) or (C) above following such resumption.

(iii) Multiple DC SERP Account Components.Separate vesting requirements apply to each component of a Participant’s DC SERP Account described in Sections4.4(C)(i)(a), (i)(b), and (ii).Thismeansthat aParticipant who hasaccruedmorethanoneDCSERP Accountcomponent(suchas,dueto a Separation from Service and subsequent rehire) must satisfy the vesting requirements applicable to each such component.If a Participant Separates from Service after becoming 100% vested in a particular DC SERP Account component, the Participant will be fully vested in any additional accruals under the same DC SERP Account component following rehire or return (even if the Participant fails to be at the applicablepaylevelfor36consecutivemonthsfollowingrehireorreturn). The Participant will not, however, be fully vested in any amounts accrued under a different DC SERP Account component unless and until the corresponding applicable vesting requirements under this Section 5.5 otherwise have been satisfied.

SeeSection7.4regardingmissingparticipantsandimpropercredits,Section10.2 regardinganti-assignment,andSection10.3regardingtheunfundednatureofthis Plan.Any amounts forfeited hereunder will not later be reinstated.

5.7 DCSERPForfeitureRules

The Plan Administrator may determine, in its sole discretion, that a Participant will forfeit any part or all of his or her DC SERP Account if any of the following circumstancesoccurwhileemployedbytheControlledGrouporwithinfive(5)years after termination of such employment:

with,anypersonorentitythatis engaged, directly or indirectly, in competition with any Controlled Group business or that takes a position adverse to any Controlled Group business, regardlessofthepositionordutiestheParticipanttakes,insuchamannerthatis determined to be detrimental to, prejudicial to or in conflict with the interestsof the Controlled Group, all as determined by the Plan Administrator in its sole discretion.

Vice President of Human Resources (or equivalent but for title), induces or attempts to induce, directly or indirectly, any of the Controlled Group’s employees, representatives or consultants to terminate, discontinue or cease workingwithorfortheControlledGroup,ortobreachanycontractwiththe

ControlledGroup,inordertoworkwithorfor,orenterintoacontractwith,the Participant or any third party.

(E) With respect to contributions made to the Plan on and after January 1, 2017, the Participantusesordisclosesproprietaryorconfidentialinformation,includingbut not limited to trade secrets, of the Controlled Group.Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

To the extent the Participant has already received or commenced payment of his or her DCSERPAccount,thePlanAdministratorwillbeentitledtopursueanyandalllegaland equitable relief against the Participant to enforce the forfeiture of and recover such benefit.The forfeiture provisions will continue to apply unless and to the extentmodifiedbyacourtofcompetentjurisdiction.However,ifanyportionoftheseforfeiture provisions is held by such a court to be unenforceable, these provisions shall be deemed amended to limit their scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect.

In addition, the Plan Administrator will, in all appropriate circumstances, require forfeiture or reimbursement of any portion of a DC SERP Account attributable to an incentiveawardthattheControlledGroupseekstorecoverundertheclawbackprovision of any plan providing Cash Incentive.

ARTICLEVI

Distributions

6.1 FormandTimingofDistribution

(A) ExtraDeferralAccount

AParticipantmayelecttheformandtimingofdistributionwithregardtohisor her Extra Deferral Account as described below, subject to the cash-out rule in subsection(E)below.Thisdistributionelectionmust bemadeatthesametime the Participant makes his or her first Extra Deferral Election.

If a Participant fails to make a timely election with regard to the timing of paymentofhisorherExtraDeferralAccount,thentheParticipantwillbedeemed to have elected to receive payment in January of the first Plan Year following the Participant’s Separation from Service (subject to subsection (H)).Ifa Participant fails to make a timely election with regard to the form of payment of his or her Extra Deferral Account, then the Participant will be deemed to have elected to receive payment in a lump sum.

Notwithstanding anything herein to the contrary, to the extent the Participant had in effect a distribution election under the Deferred Compensation Plan for Employees of The Boeing Company immediately prior to January 1, 2019 and failstomakeatimelyelectionwithregardtothetimingorformofpayment ofhis orherExtraDeferralAccount,suchdistributionelectionshallapplyautomatically to any future deferrals of the same type credited under this Plan and such Participant will only be permitted to change such deemed election in accordance with subsection (F) below.

AParticipantmaychangeadistributionelection(ordeemeddistributionelection) with respect to his or her entire Extra Deferral Account after the initial Extra Deferral Election is made (or deemed made), to the extent permitted and in accordance with the conditions stated under subsection (F) below.

(B) RestorationAccount

A Participant may elect the form and timing of distribution with regard to his or her Restoration Account as described below, subject to the cash-out rule in subsection (E) below.This distribution election must be made at the same time the Participant makes his or her first Restoration Deferral Election or, if earlier, during the enrollment period immediately preceding the first year with respect to which the Participant receives a Company contribution to his or her Restoration Account.Any election made as to the form and timing of distribution will apply totheParticipant’sentireRestorationAccount,includingtheRestorationTrue-Up Contributions and the Restoration SSP+ Company Contributions made for Plan Years prior to January 1, 2022, if any.

If a Participant fails to make a timely election with regard to the timing of paymentofhisorherRestorationAccount,thentheParticipantwillbedeemedto have elected to receive payment in January of the first Plan Year following the Participant’sSeparationfromService(subjecttosubsection(H)).IfaParticipant fails to make a timely election with regard to the form of payment of his or her Restoration Account, then the Participant will be deemed to have elected to receive payment in a lump sum.

AParticipantmaychangeadistributionelection(ordeemeddistributionelection) with respect to his or her entire Restoration Account after the initial Restoration Deferral Election is made (or deemed made), to the extent permitted and in accordance with the conditions stated under subsection (F) below.

Noinitialdistributionelectionsarepermittedorrequiredwithregardtoa

Participant’s Executive Benefit Account, to which is credited Company Non- Elective Contributions, Executive SSP+ Company Contributions and DC SERP Contributions.Rather, a Participant is deemed to have elected to receive his or herExecutiveBenefitAccountinalumpsum,payableinJanuaryofthefirstPlan Year following Separation from Service (subject to subsection (H)).

AParticipantmaychangehisorherdeemeddistributionelectionwithrespectto his or her Executive Benefit Account to the extent permitted and in accordance with the conditions stated under subsection (F) below.

(D) Timingand FormofDistribution

(i) LumpSum Distribution

Thelumpsumdistributionoptionisasinglelumpsumpaymentthatwill be made in the later of:(i) January of the first Plan Year following Separation from Service, or (ii) January of the first Plan Year following the Participant’s attainment of a specified age (subject to subsection (E) below), as elected by the Participant under this Section 6.1 (in each case subject to subsection (H) below).Except as otherwise provided in

subsection (H) below, the amount of such distribution will equal the value of the Participant’s Account as of the first business day of January of the Plan Year of payment (or such other distribution valuation date as is specifiedbythePlanAdministrator),andnoadditionalinterestorearnings will be credited thereafter.

(ii) InstallmentPayment

Theinstallment payment option is a series of annual installment payments for a period between 2 and 15 years, as elected by the Participant under thisSection6.1.Annualinstallmentpayments,ifelected,willbegininthe

later of:(i) January of the first Plan Year following Separation from Service, or (ii) January of the first Plan Year following the Participant’s attainment of a specified age (subject to (E) below), as elected by the Participant under this Section 6.1 (in each case subject to subsection (H) below).PaymentswillcontinuetobemadeeachJanuarythereafteruntil the full amount of the benefit has been paid.

The amount payable to the Participant each year shall be computed by dividing the balance in the Account (or the applicable portion of the Account)asofthefirstbusinessdayofJanuaryofthePlanYearinwhich payment is to be made (or such other distribution valuation date as is specifiedbythePlanAdministrator)bythenumberofyearsremainingin thedistributionperiod.Noadditionalearningsorinterestwillbecredited toaParticipant’saccount withrespecttoaninstallmentpaymentafterthe valuation date used to determine the amount of such payment.See Section 6.1(E) below for application of the cash-out rule to installment payments.

(E) Cash-outs

Notwithstanding the foregoing, subject to the six-month delay in payment for Specified Employees under subsection (H), if a Participant has elected to receive installmentsandhisorherremainingAccountbalanceis$10,000orlessuponany scheduled payment date (excluding the balance of the DCP Account), the entire remaining balance will be paid as one final installment payment at that time.

(F) ChangestoDistributionElectionorDeemed Election

A Participant may change a distribution election (or deemed election) after the initial distribution election becomes effective (or deemed effective) only once with regard to each of the following subaccounts:the Participant’s Restoration Account,ExecutiveBenefitAccount,ExtraDeferralAccount,andDCPAccount (Deferrals) and DCP Account (Match).

Such election must change the time of payment (consistent with the requirement of clause (iii) below) and may change the form of payment (from lump sum to installments, or vice versa).Subject to the following paragraph, such election may be made at any time and need not be made during an annual enrollment period.IfanelectionchangeismadebyanEligibleEmployeeduringtheannual enrollment period, it can be changed during such period and the last change on file (if any) as of the end of the annual enrollment period will be irrevocable.If the election change is made by an Eligible Employee outside of the annual enrollment period or at any time by a Participant who is not an Eligible Employee, such election change will be irrevocable when made.

Totheextentany suchchangeswould defer commencementofanyportionof the

Participant’sRestoration Account,ExecutiveBenefitAccount,ExtraDeferral AccountorDCPAccountbeyondbothage70½andSeparationfromService,the changes will not be effective.

(i) Anewdistributionelectionmustbesubmittedinaccordancewiththerules prescribedbythePlanAdministratoratleast12monthsbeforetheexisting scheduled distribution date under the applicable subaccount.

(ii) Thereviseddistributionelectionmustnottakeeffectforatleast12 months after it is made.

(iii) Thenewdistributionelectionmustprovideforanadditionaldeferral period of at least 5 years beyond the original distribution date.

In no event can installment payments be changed or revoked once they have begun.Inallcases,paymentswillbemadeinJanuary(subjecttosubsection(H)).

(G) DistributionsAtAge70½

Payment of benefits under this Plan will begin no later than the first January followingthecalendaryearinwhichtheParticipantbothattains(orwouldhave attained) age 70½ and is Separated from Service.Payment of benefits for Participantsactivelyemployedbeyondage70½willbeginnolaterthanthefirst January following the calendar year in which the Participant Separates from Service.Subject to subsection (D), any election made by a Participant to the contrary will not be effective.

(H) SpecifiedEmployees

Notwithstanding anything to the contrary under this Article VI, a Specified EmployeewillnotreceiveanydistributionunderthisPlanduringthesix-month period immediately following his or her Separation from Service.

Subject to subsection (F) above, the Account of a Specified Employee will be distributedintheformelected(ordeemedelected)undersubsection(A),(B),or (C) above,asapplicable. Thisdistributionwillbemadeorcommenceasofthe latest of:

(1) the time elected (or deemed elected) under subsection (A), (B), or (C), as applicable,

(2) the month following completion of the six-month waiting period (for Specified Employees who Separate from Service between July 1 and December 31), and

(3) January of the first Plan Year following Separation from Service (for Specified Employees who Separate from Service between January 1 and June 30).

IfaParticipanthaselectedinstallments,subsequentinstallmentpaymentswillbe made in January of each successive year until the Account is exhausted.

ForpaymentsoccurringotherthaninJanuary,theamountofthedistributionwill be determined based on the value of the Participant’s Account as of the first business day of the month that payment will be made (or such other distribution valuationdateasisspecifiedbythePlanAdministrator).Noadditionalearnings or interest will be credited to a Participant’s account with respect to a payment after the valuation date used to determine the amount of such payment.

IntheeventofaSpecifiedEmployee’sdeathduringthesix-monthwaitingperiod, thewaitingperiodwillceasetoapply.TheSpecifiedEmployee’sbenefits willbe distributed in accordance with Section 6.2 (Death Benefits) below.

(I) DistributionDuetoUnforeseeableEmergency

A Participant or Beneficiary may elect to receive a distribution of all or a portion of his or her Extra Deferral Account, Restoration Account, Executive Benefit Account(otherthantheportionattributabletoDCSERPContributions),andDCP Account, regardless of whether benefit payments have commenced, to the extent that the Participant or Beneficiary incurs an Unforeseeable Emergency.A Participant or Beneficiary may not receive a distribution of his or her DC SERP Account solely in the event of an Unforeseeable Emergency, even if fully vested.

Theamountofthedistributionwillbelimitedtotheamountreasonablynecessary to satisfy the emergency need, including any taxes or penalties reasonably anticipated to result from the distribution, as determined by the Plan Administrator.

6.2 DeathBenefits

If a Participant dies before his or her entire Account has been distributed, the remaining balance will be distributed to his or her Beneficiary in accordance with the Participant’s electionordeemed electionasto formandtiming filedwiththePlanAdministrator with regardtosuchAccount(s).DistributionstotheBeneficiarywillbemadeatthesametime (or as soon as administratively feasible following the Company’s receipt of a notice of theParticipant’sdeath)andinthesameformasthepaymentthatotherwisewouldhave been made to the Participant.

IfaBeneficiarydiesaftertheParticipant,butbeforereceivingthepaymentofallamounts due hereunder, then the unpaid amounts will be paid to the individual(s) designated (in accordancewiththerulesestablishedbythePlanAdministrator)bytheBeneficiaryashis or her beneficiary(ies), or if no such designation has been made (or if such individual(s) do(es) not survive to receive payment), then such unpaid amounts will be paid to the Beneficiary’sestate,ina singlelump sum,assoonasadministrativelyfeasibleafterthe Beneficiary’sdeath.

6.3 RehiresandAuthorizedPeriodsofAbsence/ReducedLevelofServices

This Section 6.3 addresses the form and timing of payment for a Participant who is rehired by the Company following a Separation from Service, or who remains employed afteraSeparationfromServicehasoccurred(forexample,duetoanextendedAuthorized Period of Absence or due to reduced level of services).

In the event that a Participant forfeits a nonvested DC SERP Account upon a Separation fromService,thisbenefitwillnotberestoreduponrehire.Thisruleappliesregardlessof whether the Participant satisfies the vesting criteria under Section 5.5 following rehire.

(A) AfterCommencingBenefits

Thissubsection(A)appliestoaParticipantwhohasreceivedorbegunreceiving benefits under the Plan because he or she has experienced a Separation from Service and has attained the specified age (if applicable).

(i) Rehires.InstallmentpaymentsthatcommencedpriortotheParticipant’s rehirewithrespecttoParticipantDeferralsmadeandCompany ContributionsreceivedbeforetheParticipant’sSeparationfromService (“Old Account”) will not be suspended by reason of the Participant’s rehire.ThisOldAccountwillcontinuetobepaiduntilexhausted,without regard to the period of rehire.

ParticipantDeferralsmadeandCompanyContributionsreceived attributabletoperiodsafterthedateofrehire(“NewAccount”)will remain subject to the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)), without regard to any SeparationfromServicethatoccurredpriortorehire.Asaresult,theNew Account will be distributed in January following the Participant’s Separation from Service after rehire (subject to any 6-month delay for Specified Employees), in the form selected under the original distribution election or deemed election.This is because the Participant already has attainedthespecifiedageunderSection6.1(D)buthasnotyetexperienced a Separation from Service attributable to the New Account.

(ii) AuthorizedPeriodofAbsence/ReducedLevelofServices.Totheextenta Participant made additional Participant Deferrals or received additional Company Contributions while on an Authorized Period of Absence or during aperiod of a reduced level of services that constituted aSeparation from Service under Code section 409A, such Participant Deferrals made and Company Contributions received (to the extent vested) will be distributed in January of the first Plan Year following the year in which they are made, in accordance with the Participant’s earlier distribution election or deemed election.This is because the Participant has already satisfied the conditions for payment under Section 6.1(D); namely, he or

shehasattainedthespecifiedageandhasexperiencedaSeparationfrom ServiceattributabletosuchParticipantDeferralsmadeandcontributions received.

(B) BeforeCommencingBenefits

Thissubsection(B)appliestoaParticipantwhohasnotbegunreceivingbenefits under the Plan.

(i) Rehires.The rehired Participant’s Old Account, to the extent vested, will be distributed in accordance with the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section6.1(D)(subjecttothechangerulesinSection6.1(F)).Thismeans that,forexample,iftheParticipant’soriginaldistributionelectionselected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 6.1(D), then the Participant’sOldAccount(totheextentvested)willbepayableasalump sum(orinstallments,ifsoelected)inJanuaryfollowingtheyearinwhich he or she attains the specified age, even if the Participant has not had a subsequent Separation from Service after rehire.This result will not change in the event that the Participant attains the specified age after the initial Separation from Service, but is rehired before benefits actually begin.

The Participant’s New Account will remain subject to the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)),withoutregardtoanySeparationfromServicethatoccurredprior to rehire, as described in Section 6.3(A) above.As a result, the New Accountwillbedistributedeither(i)inJanuaryfollowingtheParticipant’s Separation from Service after rehire, or (ii) in January following both the Participant’s Separation from Service after rehire and after attainment of the specified age, in accordance with the original distribution election or deemedelection.ThisisbecausetheParticipanthasnotyetexperienced a Separation from Service attributable to the New Account.

(ii) Authorized Period of Absence/Reduced Level of Services.Any ParticipantDeferralsmadeorCompanyContributionsreceivedduringan Authorized Period of Absence or a period of a reduced level of services (to the extent vested) will be distributed in accordance with the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(D) (subject to the change rules in Section 6.1(F)).This means that, for example, if the Participant’s original distribution election selected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 6.1(D), then any Participant Deferrals

made and contributionsreceivedduringanAuthorizedPeriodofAbsenceoraperiod of a reduced level of services will be payable as a lump sum (or installments, if so elected) in January following the year in which he or she attains the specified age.This result will not change in the event that the Participant attains the specified age while on an Authorized Period of Absenceorduringaperiodofareducedlevelofservices,butresumes(or increases his or her level of) services before benefits actually begin.

ARTICLE VII

Accounts

7.1 Participant Accounts

ThePlanAdministratorwillestablishandmaintainanAccountforeachParticipant,for each period of employment.Solely for this purpose, a period of employment will be treatedascommencinguponaParticipant’seligibilityforthePlan(followinghireor rehireasapplicable)andendingwithhisorherSeparationfromService.

EachAccountwillbecreditedwithParticipantDeferralsandCompanyContributionsfor the relevant period of employment, as well as Earnings Credits described in Section 7.2 below.Each Account will be reduced as payments are made.

InconnectionwiththeJanuary1,2019amendmentandrestatementofthePlan,therewas a one-time transfer of certain Restoration Benefit sub-accounts of certain participants

fromthePlantoTheBoeingCompanySupplementalSavingsPlan(the“SSP”)suchthat the opening account balances of such participants in the SSP on January 1, 2019 was

equal to the closing balance of such participants’ Restoration Accounts in the Plan on December 31, 2018.The affected participants were:(A) each Employee (as defined in theSSP)whowasanEligibleEmployee(asdefinedintheSSP)onJanuary1,2019,and was a participant in the Restoration Benefit of the Plan prior to 2019 and (B) each other current or former Employee (as defined in the SSP) who was not as of January 1, 2019 and had never been on the US Executive Payroll (as such term is defined in the Plan).

7.2 EarningsCredits

AParticipant’sAccount(s)willbecredited, atthe Participant’s(or,if applicable, Beneficiary’s) election, with earnings under one or more of the following, as the individual elects and subject to any rules or limitations as may be imposed by the Plan Administrator:(i)theInterestFundmethod,(ii)theBoeingStockFundmethod,or(iii) the Other Investment Funds method, each as described below.In the absence of an election the Interest Fund method will be used.

(A) InterestFundMethod

Under this method, a Participant’s Interest Fund method sub-account shall be adjusteddailyinaccordancewithchangesintheunitvalueofthesub-accountto reflect interest, based on the Participant’s sub-account balance.

Interest will be calculated for each Plan Year as the mean between the high and low(duringthefirstelevenmonthsoftheprecedingPlanYear)ofyieldsonAA- ratedindustrialbondsasreportedbyMoody’sInvestorsService,Inc.,roundedto the nearest ¼th of one percent.Participants will be notified annually of the established interest rate.

(B) BoeingStockFund Method

Under this method, a Participant’s Boeing Stock Fund sub-account will be credited(orcharged) withunits,whichunitswillbevalued(andadjustedinvalue forexpenses,income,gainsandlossesthereon)inthesamemannerasunitsinthe Boeing Stock Fund under the Boeing 401(k), pursuant to an election by the

ParticipanttohavetheParticipant’ssub-accountcreditedasthoughtheParticipant had elected to invest in such fund in such increments as the Participant will direct in accordance with rules established by the Plan Administrator.The number of

units shall be recorded in the Participant’s Boeing Stock Fund sub-account for bookkeepingpurposesonly,andshallnotrepresentanactualownershipinterestin the common stock of The Boeing Company or in the Boeing Stock Fund underthe Boeing 401(k).The number of stock units in a sub-account shall be appropriately adjusted to reflect stock splits, stock dividends, and other like adjustments in the common stock of The Boeing Company as is reflected in the Boeing Stock Fund under the Boeing 401(k).

Under this method, a Participant may choose to diversify his or her Other InvestmentFundssub-accountbyelectingthatitbecredited(orcharged)withthe expenses, income, gains and losses on investment funds similar to those offered under the Boeing 401(k) (excluding the Boeing Stock Fund and Stable Value Fund offered thereunder) as designated by the Plan Administrator from time to

time, pursuant to an election by the Participant to have the Participant’s sub- account credited as though the Participant had elected to invest in such funds in suchincrementsastheParticipantwilldirectinaccordancewithrulesestablished by the Plan Administrator; provided that the Plan Administrator may disregard such elections in its discretion.

EarningscreditstoaParticipant’sAccount(s)may besubjecttovaluation

adjustmentsinaccordancewiththeproceduresestablishedbythePlan

Administrator;provided,innoeventwilltheportionofaParticipant’sAccount(s) that has been distributed as of the time a valuation adjustment is made be subject to such valuation adjustment.

7.3 InvestmentElectionChangesandRestrictions

A Participant may change how future additions to his or her Account(s) are deemed invested anytime during the Plan Year subject to the Plan Administrator’s rules and restrictions.The Participant may also transfer any portion of his or her sub-accounts fromoneinvestmentfundtoanotheronadailybasis,providedthataParticipantmaynot transfer funds from one investment fund to another and back on the same day.

In addition, transfers cannot be made into the Boeing Stock Fund for 30 calendar days aftertransferringfundsoutoftheBoeingStockFund.Thisrestrictionappliesregardless of the number of units or the dollar value of the transfer.However, the Participant may

continuetodirectfutureadditionsintotheBoeingStockFundandmaketransfersoutof this investment fund at any time, subject to insider trading rules.

7.4 MissingParticipantsandImproperCredits

AParticipant’sAccountmay beforfeitedor reducedupontheoccurrenceofoneof the

followingevents,evenif 100%vested:

(A) ThePlanAdministratorisunabletolocateaParticipantorBeneficiary to

distributeamountsfromhisor herAccount(a “missing participant”).

(B) ThePlanAdministratorrecapturesamountsimproperlycreditedtoa Participant’s

Account.

SeealsoSection10.2regardinganti-assignmentandSection10.3regardingtheunfunded nature of this Plan.

ARTICLE VIII

Administration

8.1 PlanAdministration

(A) The Plan Administrator will have complete control of the administration of the Plan, subject to the provisions hereof, with all powers necessary to enable it to carry out its duties properly in that respect.Not in limitation, but in amplification of the 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 decisions upon all matters within the scope of its authority will be final and binding.Notwithstanding anything herein to the contrary, the PlanAdministratorshallnotexercisesuchauthoritywithrespecttoanissuesolely related to his or her own personal interest.

(B) ThePlanAdministratorwillestablishrulesandprocedurestobefollowedby Employeesin filing applicationsforbenefitsand in othermattersrequired to administer the Plan.

(C) The Plan Administrator shall use ordinary care and diligence in the performance of their duties, but no member shall be personally liable by virtue of any contract, agreement, or other instrument made or executed by the Plan Administrator, nor foranymistakeorjudgmentmadebythePlanAdministrator.TheCompanyshall 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.

8.2 Claims Procedure

TheproceduresformakingclaimsforbenefitsunderthePlanandforhavingthedenialof a benefits claim reviewed shall be the same as those procedures set forth in the Boeing 401(k).

SeeSection10.8regardinglimitationsonsubsequentlegalaction.

ARTICLEIX

AmendmentandTermination

The Board of Directors, the Compensation Committee, the Company’s Chief Financial Officer, orthePlanAdministrator, and theirrespectivedelegate ordelegatesshall each havethe authority toamendthePlanatanytime,including,butnotlimitedto,theauthoritytoadoptamendmentsto combine or transfer all or part of the Plan with or to other plans maintained by the Controlled Group (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 Administrator shall not exercise such authority with respect to an issue solely related to his or her 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 provided under the Plan to an Elected Executive.The Board of Directors or the Compensation Committee shall have the authority to terminate the Plan at any time.

IntheeventofPlanamendmentortermination,aParticipant’sbenefitsunderthePlanshallnot be less than the Plan benefits to which the Participant would be entitled if the Participant had terminated employment immediately prior to such amendment or termination of the Plan, increased or decreased by any Earnings Credits attributable to periods on or after the effective date of such 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 Article VI. Notwithstandingtheforegoing,TheBoeingCompanymay,initsdiscretion,terminatetheentire Plan and pay each Participant a single lump-sum distribution of his or her entireaccrued benefit totheextentpermittedunderconditionssetforthinCodesection409AandanyIRSorTreasury guidance thereunder.

Notwithstanding the foregoing, in connection with a “change in control event” within the meaning of Code section 409A and any IRS or Treasury guidance thereunder, the Plan AdministratorshallhavetheauthoritytoterminateandliquidatethePlanwithrespecttonomore than 5% of the Plan’s aggregate benefit liabilities (determined by the Plan Administrator as ofthe date of the Plan Administrator’s action) in connection with such change in control event (as determined in accordance with Code section 409A and any IRS or Treasury guidance thereunder).The Plan Administrator shall ensure that the Compensation Committee receives periodic reports regarding any termination and liquidation actions approved by the Plan Administrator pursuant to this paragraph.

ARTICLE X

Miscellaneous

10.1 NoEmployment Rights

NothinginthePlanshallbedeemedtogiveanypersonanyrighttoremainintheemploy of the Company or other member of the Controlled Group, as applicable, or affect any right of the Company or other member of the Controlled Group, as applicable, to terminateaperson’semployment withorwithoutcause.

10.2 Anti-Assignment

No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, execution, attachment, garnishment, or any other legal process.Any attempt to take such action shall be void and shall authorize the Plan Administrator, in its sole and absolute discretion, to forfeit all further rightandinterestinanybenefitunderthisPlan.Inaddition,aParticipant’sAccountmay bereducedbytheamountofanytaxobligationpaidbytheCompanyorothermemberof the Controlled Group, as applicable, on behalf of a Participant, Beneficiary, or any other person, if such individual fails to reimburse the Company or other member of the Controlled Group, as applicable, for such obligation.

10.3 UnfundedStatusofPlan

No fundsshall be segregated orearmarked foror in theAccount of any current or former Participant, Beneficiary or other person under the Plan.However, the Company or other memberoftheControlledGroup,asapplicable,mayestablishoneormoretruststoassist in meeting its obligations under the Plan, the assets of which shall be subject to theclaimsofthegeneralcreditorsoftheCompanyorothermemberoftheControlledGroup, asapplicable.No current or former Participant, Beneficiary orother person, individually or as a member of a group, shall have any right, title or interest in any account, fund, grantor trust, or any asset that may be acquired by the Company or other member of the ControlledGroup,asapplicable,inrespectofitsobligationsunderthePlan(otherthanas a general creditor of the Company or other member of the Controlled Group, as applicable, with an unsecured claim against its general assets).

10.4 DelaysorAccelerationinPayment

PaymentofbenefitsunderthisPlanmaybedelayedoracceleratedtotheextentpermitted by Code section 409A, as determined by the Plan Administrator.

10.5 InvoluntaryInclusioninIncome

IfadeterminationismadethattheAccountofanyParticipant(orhisorherBeneficiary) is subject to current income taxation under Code section 409A, then the taxable portion of such Account will be immediately distributed to the Participant (or his or her Beneficiary), notwithstanding the general timing rules otherwise described herein.

10.6 CompliancewithCodeSection409A

ItisintendedthatamountsdeferredunderthisPlanwillnotbetaxableunderCode section 409A with respect to any individual.All provisions of this Plan shall be construed in a manner consistent with this intent.

10.7 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 internallawsofthestateofIllinois.IfanyprovisionofthePlanisheldillegalorinvalid for any reason, such determination will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if said illegal or invalid provision had never been included.

10.8 LegalAction

No legal action may be brought in court on a claim for benefits under the Plan after 180 daysfollowingthedecisiononappeal(or180daysfollowingtheexpirationofthetimeto make an appeal decision if no appeal is made).The Plan, all benefits awarded thereunder, and all determinations and other actions with respect thereto, shall be governed by the laws of the State of Illinois without giving effect to principles of conflicts of laws, except to the extent preempted by the laws of the United States.

Participantsirrevocablyconsenttothenonexclusivejurisdictionandvenueofthefederal and state courts located in the State of Illinois, Cook County.

10.9 Tax Withholding

The Company, or other member of the Controlled Group, as applicable, has the right to deduct any federal, state, local or foreign taxes that are required to be withheld from any payments made hereunder.In addition, if prior to the date of payment of any amount hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, then the Company,orothermemberoftheControlledGroup,asapplicable,shallhavetherightto deduct such tax from any other payments made to the Participant or from any Company Contributions credited to the Participant’s Account, or to direct that the Participant’s

Account be reduced by the amount needed to pay the Participant’s portion of such tax, plus an amount equal to the withholding taxes due under federal, state or local law resulting from the payment of such FICA tax, and an additional amount to pay the additional income tax at source on wages attributable to the pyramiding of the Code section 3401 wages and taxes, but no greaterthan the aggregate ofthe FICAtax amount andtheincometaxwithholdingrelatedtosuchFICAtaxamount.EachParticipantshall be responsible for the payment of all individual tax liabilities relating to any benefits under the Plan that exceed the amounts withheld.

10.10 LiabilityforBenefitPayments

Theobligationtopayorprovideforpaymentofa benefithereunderto any Participantor Beneficiary shall be the sole and exclusive liability and responsibility of the employer whichemployedtheParticipantduringtheperiodwhichcontributionsweremade,unless another entity has specifically assumed such liability.No other affiliate or subsidiary of such employer shall be liable or responsible for such payment, and nothing in the Plan shall be construed as creating or imposing any joint or shared liability for any such payment.The fact that a company other than the employer actually makes one or more payments to a Participant or Beneficiary shall not be deemed a waiver of this provision; rather, any such payment shall be deemed to have been made on behalf of and for the account of the employer.

10.11 RecoveryofPlanOverpayments

ThePlanshallhavetherighttooffsetfromanyfuturebenefitpaymentsdue hereunderto (orwithrespectto)suchindividualtheamountofsuchexcessinsuchmannerasthePlan Administrator determines in its sole discretion or, if such offset is not administratively feasible the Plan Administrator may undertake such actions as it deems reasonable to recover the excess.

10.12 Notice

AnynoticeorfilingrequiredorpermittedtobegivenunderthePlanshallbesufficientif in writing and hand delivered, or sent by registered or certified mail, to (a) The Boeing Company’sheadquarters,withattentiontotheSecretaryoftheCompany,ifthenoticeor filing is to be made to the Plan Administrator or the Company or (b) the Participant’s or Beneficiary’s address on file with the Company, if the notice or filing is to be made to such individual.Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

APPENDIX A

List of Excluded Entities

[Reserved.]

ThisAppendixAmaybeupdatedbythePlanAdministratorfromtimetotimewithouttheneed for a formal amendment to the Plan.

A-1

APPENDIXB

DeferredCompensationPlanforEmployeesofTheBoeingCompany

The provisions of this Appendix Bapply to DCP Accounts and individuals who were participants in the DCP as of December 31, 2021.In the event of a conflict between this AppendixBandtheotherprovisionsofthePlan,theprovisionsinthisAppendixBshallcontrol.

NoDCPDeferralsweremadetotheDCPwithrespecttoBasePayearnedandpaidonandafter January 1, 2019, Annual Incentive Awards with performance periods beginning on or after January 1, 2019, or Performance Awards with grant dates on or after January 1, 2019.

Effective with respect to amounts deferred on or after January 1, 2006 (including amounts for whichDeferralElections weremadepriortoJanuary1,2006)theCompanynolongerprovided any DCP Matching Contributions on any DCP Deferrals into a Boeing Stock Fund account; provided that in the case of DCP Deferrals that were the subject of a deferral election into a Boeing Stock Fund account made prior to January 1, 2005, the Company continued to match such DCP Deferrals of Boeing Stock Units and Performance Share Awards that are not yet vested(uponvesting)andsuchDCPDeferralsof2005AnnualIncentiveAwardsthatwerepaid in2006.TotheextentthattheCompanypreviouslyaDCPMatchingContributionwithrespect to all or part of any amounts previously deferred under the DCP, each such DCP Matching Contribution was deferred together with the Deferral to which it relates, and is subject to all of the Participant elections (including default elections) with respect to such Deferral.

1. ForfeitureandReinstatementofMatchingContributions

(A) Any DCP Matching Contribution shall becanceled and forfeited if theParticipant Separates from Service for any reason other than retirement under a retirement plansponsoredbytheCompany,disabilityasdeterminedbytheCompany,layoff, or death.The forfeited DCP Matching Contribution (and any Earnings Credits that would haveaccrued but forthe forfeiture) will bereinstated upon rehire, only where (i) the Participant’s Separation from Service occurred while the Participant was on an Authorized Period of Absence or due to a reasonably anticipated permanent reduction in the level of services performed by the Participant to less than 50 percent of the average level of services performed by the Participant during the immediately preceding 36-month period, and (ii) the Participant’s Separation from Service was deemed a Separation from Service under Code section 409A or the terms of this Plan (i.e., the Participant did not incur a termination of employment with the Controlled Group).

(B) ReinstatementoftheParticipant’sforfeitedbenefitswilloccurupon(i)returnto activeemploymentwiththeCompany withintheAuthorizedPeriodofAbsence, (ii) termination ofthe Authorized Period ofAbsenceor period ofa reduced level of services due to retirement under a plan sponsored by the Company, disability asdeterminedbytheCompany,layoffordeath,or(iii)theParticipant’sreturnto activeemploymentatalevelofservicesthatis50percentormoreoftheaverage level of services performed by the Participant prior to his or her prior deemed Separation from Service due to a reduction in services.Such reinstated benefits



B-1

willremainsubjecttotheforfeitureprovisionsofthefirstsentenceofsection 1(A) the payment timing rules under Section 3(A) hereof.

2. DCPDeferralsEligibleforDiversification

ThefollowingDCPDeferralsareeligibleforinvestment diversification:

(A) DCPDeferralsofBasePay(once earned);

(B) DCPDeferralsofcashAnnualIncentiveAwards(onceearned);

(D) UnvestedBSUDCPDeferrals(oncevested);

(E) PerformanceShareDCPDeferralsthatwerevestedasofDecember31,2005;

(F) In the case of a Participant whose termination of employment occurred on or before December 31, 2005, any DCP Matching Contributions credited to the Participant’sAccountsonorbeforeJanuary3,2006(thenextbusinessdaythe Exchange is open); and

(G) PerformanceAwards.

PerformanceSharesthatwereunvestedasofDecember31,2005,anddeferredintotheBoeing StockFundaccountshallnotbeeligiblefordiversification,evenuponvesting.DCPMatching contributions (except as described in (F) above) also shall not be eligible for diversification. Amounts eligible for diversification are sometimes referred to as “transferable amounts” and amountsnoteligiblefordiversificationaresometimesreferredtoas“nontransferableamounts.”

3. FormandTimingofDistribution.

(A) GeneralRule

A Participant in the DCP was permitted to elect the form and timing of distribution with regard to his or her entire Account as described in subsections 6.1(D)(i)and6.1(D)(ii).Thisdistributionelectionwasrequiredtobemadeatthe same time the Participant made his or her Deferral Election.

Intheeventthatnodistributionoptionwaselected,theParticipantisdeemedto have elected to receive a single lump sum payable in January of the first Plan YearfollowingtheParticipant’sSeparationfromService.

(B) ChangestoDistribution Election

AParticipantmaychangeadistributionelectionwithregardtohisorherentire Account only to the extent permitted by Section 6.1(F) of the Plan.



B-2

Notwithstanding the foregoing subsections (A) and (B), Participants who terminateemploymentonorafterJanuary1,2006,werepermittedtomakea separate election under subsection (A) above as to the time and form of

distributionof(i)theParticipant’sCompanyMatchingContributionsand(ii)the balance of the Participant’s Plan Account.Such a Participant may also make a separate one-time distribution election change under subsection (B) above with respect to each such separate election under this subsection (C).

(D) SeparateElectionforAnnualInstallments

IfaParticipantmakesaseparateelectionundersubsection(C)(ii)abovetoreceive the balance of the Participant’s DCP Account in annual installment payments, the Participant may further elect to receive either:

(i) The Participant’s nontransferable Performance Shares (Performance SharesthatvestedorvestafterDecember31,2005,thataredeferredinto the Boeing Stock Fund), first, or

(ii) AproratedpaymentofallthefundsintheParticipant’sAccounteach

year.

(E) DistributionsAt Age70 ½

SeeSection 6.1(G)of thePlan.

(F) SpecifiedEmployees

SeeSection 6.1(H)of thePlan.

(G) DistributionDuetoUnforeseeableEmergency

See Section 6.1(I) of the Plan.

(H) DeathBenefits

If a Participant only has a DCP Account under this Plan, then the Participant’s beneficiary designation made under the DCP prior to January 1, 2022 will apply hereunder, unless and until changed by the Participant in accordance with the termsof the Plan.If aParticipant hasboth aDCP Account and anotherAccount underthePlan,thentheParticipant’sbeneficiarydesignationundertheDCPwill become null and void as of January 1, 2022, and such Participant who wishes to designate a Beneficiary must make a new beneficiary designation in accordance with the terms of the Plan.



B-3

4. Rehires

SeeSection6.3 ofthe Plan.



B-4

FILING DETAILS