Subject: File No. S7-10-09
From: Michael F. Lohr
Affiliation: VP, Asst GC and Corporate Secretary

August 20, 2009

Elizabeth Murphy, Secretary
U.S. Securities and Exchange Commission

File No. S7-10-09

Dear Ms. Murphy,

By this email I desire to supplement the letter submitted on behalf of The Boeing Company on August 17, 2009, by raising an additional concern with proposed Rule 14a-11 surrounding the timing of shareholder nominations (Rule 14a-18). Specifically, if the SEC proceeds to adopt Rule 14a-11, which the company does oppose, it is essential that the deadline for shareholder nominations not be tied to a company's advance notice by-laws, but rather, like other shareholder proposals, that the deadline be set at least 120 days before the date the company's proxy statement was released to shareholders in connection with the previous year's annual meeting, and preferably 150 or 180 days before such date, in order to allow a company adequate time to fully review and evaluate a shareholder nominee's eligibility and qualifications and, if necessary, avail itself of the dispute resolution periods set forth in Rule 14a-11(f). We also strongly believe that the Commission should provide in any final access rule, if adopted, a reasonable but limited window for shareholder nominations, for example, no earlier than 150 days and no later than 120 days (or no earlier than 180 days/no later than 150 days) prior to the anniversary of the date the company mailed its proxy materials in the prior year.

Thank you, Michael F. Lohr