On February 22, 2009, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of The Boeing Company (the "Company") approved cash-based performance awards (paid in cash or common stock at the Committee's discretion), stock option grants and restricted stock unit grants for executive officers under the Company's long-term incentive program (the "2009 Awards"). The 2009 Awards were effective on February 23, 2009. The Committee modified the components of these awards compared to prior grants, but maintained substantially the same total award value as in prior years. Since 2006, performance awards and options each comprised 50% of the total award value. For the 2009 Awards, a performance award will still represent 50% of the value and stock options and RSUs will each represent 25% of the total value. The terms and conditions of the performance awards and stock options are similar to those in prior years. The RSUs will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date. A copy of the Notice of Terms of Restricted Stock Units dated February 23, 2009 is attached as Exhibit 10.1 and is incorporated herein.

(d) Exhibits.

   Exhibit
   Number    Description
   10.1      Notice of Terms of Restricted Stock Units dated February 23, 2009