ITEM 4.  SHAREHOLDER PROPOSAL ON HEALTH CARE PRINCIPLES



The American Federation of Labor and Congress of Industrial Organizations, 815
Sixteenth Street, N.W., Washington, D.C. 20006, owner of at least 600 shares of
common stock, has advised the Company that it intends to present the following
resolution at the Annual Meeting. Approval of this proposal would require the
affirmative vote of a majority of the outstanding shares of Boeing stock present
in person or by proxy and entitled to vote at the Annual Meeting.



Shareholder Resolution



RESOLVED: Shareholders of The Boeing Company (the "Company") urge the Board of
Directors (the "Board") to adopt principles for health care reform based upon
principles reported by the Institute of Medicine:


1.   Health care coverage should be universal.


2.   Health care coverage should be continuous.


3.   Health care coverage should be affordable to individuals and families.


4.    The health insurance strategy should be affordable and sustainable for
society.


5.    Health insurance should enhance health and well being by promoting
access to high-quality care that is effective, efficient, safe,
timely, patient-centered, and equitable.




Supporting Statement




The Institute of Medicine, established by Congress as part of the National
Academy of Sciences, issued five principles for reforming health insurance
coverage in a report, Insuring America's Health: Principles and
Recommendations(2004). We believe principles for health care reform, such as
those set forth by the Institute of Medicine, are essential if public confidence
in our Company's commitment to health care coverage is to be maintained.


Access to affordable, comprehensive health care insurance is the most
significant social policy issue in America according to polls by NBC News/The
Wall Street Journal, the Kaiser Foundation and The New York Times/CBS News. In
our opinion, health care reform also is a central issue in the presidential
campaign of 2008.


Many national organizations have made health care reform a priority. In 2007,
representing "a stark departure from past practice," the American Cancer Society
redirected its entire $15 million advertising budget "to the consequences of
inadequate health coverage" in the United States (The New York Times, 8/31/07).


John Castellani, president of the Business Roundtable (representing 160 of the
country's largest companies), has stated that 52 percent of the Business
Roundtable's members say health costs represent their biggest economic
challenge. "The cost of health care has put a tremendous weight on the U.S.
economy," according to Castellani, "The current situation is not sustainable in
a global, competitive workplace." (BusinessWeek, July 3, 2007)


The National Coalition on Health Care (whose members include some of the largest
publicly-held companies, institutional investors and labor unions) also has
created principles for health insurance reform. According to the National
Coalition on Health Care, implementing its principles would save employers
presently providing health insurance coverage an estimated $595-$848 billion in
the first 10 years of implementation.


Our Company currently has Other Postretirement Benefit (which includes health
care benefits) liability of more than $8 billion, according to its 10-K. We
believe that the 47 million Americans without health insurance results in higher
costs to our Company, as well as all other U.S. companies that provide health
insurance to their employees. Annual surcharges as high as $1,160 for the
uninsured are added to the total cost of each employee's health insurance,
according to Kenneth Thorpe, a leading health economist at Emory University.
Moreover, we feel that increasing health care costs further reduce shareholder
value when it leads companies to shift costs to employees, thereby reducing
employee productivity, health and morale.



Board of Directors' Response



The Board of Directors opposes this proposal because the Board does not believe
that the adoption of this proposal's principles advances a solution to health
care issues or that the Company's annual meeting is the proper forum for this
national policy debate. The Company agrees with the proponent that rising health
care costs and health care



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reform are significant social policy issues, and the Company works with a range
of stakeholders to address health care reform. However, it is not in the best
interests of the Company or its shareholders to be constrained by adopting the
principles of a single organization as called for by this proposal. To do so
would limit our effectiveness to work with a range of organizations.
Accordingly, we recommend that shareholders vote against this proposal.


The Company is committed to the health and well-being of its employees, retirees
and their families. The Company knows that employee health has a direct relation
to productivity and that providing health insurance enhances its ability to
attract and retain employees. At the same time, the Company is keenly aware of
the cost burden of providing quality health care to its employees and retirees
and has adopted as part of its competitive total pay and benefits package the
goal of reducing employee and retiree health care cost trends, while maintaining
quality and encouraging consumerism.


The Company has undertaken various initiatives on several fronts to address the
issues of rising health care costs while ensuring quality health care for its
workforce. Our strategy is to promote employee well-being by providing employees
with the tools to manage their health care and live a healthy lifestyle, as well
as to drive positive change within the health care marketplace and public policy
in order to improve health care quality and efficiency. Following are examples
of how the Company is working to improve employee health care:


•   Offers a premier wellness program to employees, including on-site health
screenings, health risk assessment incentives, on-site fitness centers,
lifestyle coaching, disease management and decision-making tools to help
employees better manage their overall health.


•   Works with the unions and our health care plans to offer quality health
care at reasonable costs.


•   Advocates health care reform at both the national level and in our largest
local markets by working together with government and multi-stakeholder
organizations to influence health care quality, safety and efficiency. Some
of the organizations with which the Company works include: Business
Roundtable, The Leapfrog Group, The American Health Information Community,
U.S. Department of Health & Human Services, the Quality Alliance Steering
Committee and the Puget Sound Health Alliance.


•   Initiates market-based health care change through use of purchasing
leverage and participation in alliances and coalitions with organizations
that share the Company's view that health care reform is needed.


•   Takes the lead to influence change through pilot programs focused on
promoting health care innovation and best practices.


Over the long term, we believe these initiatives will help our business and
employees by enhancing employee well-being and productivity, as well as
controlling health care benefit costs for employees and the Company.


The Company is committed to working with employees and at the national level to
bring about the type of change in the health care system that will make a
difference for our employees. The Company has addressed and will continue to
address the issue of affordable, quality health care for its employees, retirees
and their families. We believe that a strong, effective, high-quality and
well-managed health care system is vital to our country's and the Company's
well-being, prosperity and strength, and we will continue to be engaged in this
issue on several fronts. Without such action, the Company may not be able to
attract and retain the best talent and may lose market share.


In addition, much of the debate on this significant public policy issue will
take place in various public forums at the national, regional and business
levels. Since the Company is involved in discussions with many groups, adopting
any one organization's principles may limit our ability to work effectively with
other organizations to effect meaningful health care changes. In summary, we do
not believe that national health care reform is an issue that should be
addressed through the Company's annual meeting process. Accordingly, we believe
that this proposal is an inappropriate topic for the annual meeting, will not
provide health care solutions for the Company or its employees, and will not
benefit the Company or its shareholders.




THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS






A VOTE AGAINST PROPOSAL 4.





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