X0303 4 2008-10-01 0000012927 BOEING CO BA 0001183865 DALEY WILLIAM M 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO IL 60606 1 Phantom Stock Units 0 2008-10-01 4 A 0 904.12 0 A Common Stock 904.12 7221.5 D Phantom stock units are convertible into common stock on a 1-for-1 basis. Phantom stock units awarded or acquired in lieu of director cash compensation. Phantom stock units accrued under The Boeing Company's Deferred Compensation Plan for Directors are to be settled in The Boeing Company common stock upon the reporting person's termination of services as a director. Includes adjustments for dividends accrued. /s/ Mark R. Pacioni as Attorney-in-Fact 2008-10-02