Summary of Your Benefits When You Leave The Boeing Company

Summary of Your Benefits When You Leave The Boeing Company Nonunion Employees This guide applies to you if you are a nonunion, nonexecutive employee of The Boeing Company. When you leave Boeing, your benefits will depend on how your departure is classified. Classifications include • Layoff. • Preretirement leave of absence. (See section 2, beginning on page 10, for eligibility and other important information.) • Retirement from active employment. • Resignation. Note: This guide does not apply to you if you are terminated for cause or you depart as a result of a divestiture. Because you might be eligible for more than one of these classifications (for example, if you receive a layoff notice and you are eligible to retire), it is important to understand how each would affect your benefits. For example, certain benefits will be less favorable if you resign. This guide describes each situation so that you are aware of the differences. This guide covers the following three topics: 1. How the classification of your departure will affect your benefits. 2. Eligibility criteria for Boeing pension benefits and the preretirement leave of absence. 3. Sources for more information. Every effort has been made to provide an accurate summary of how benefits are affected for nonunion, nonexecutive employees of The Boeing Company. Certain eligibility and benefit provisions apply to each of the Plans, programs, and policies described in this guide; not all of these provisions are described here. In the event of a conflict between this guide and any of the Plans, the terms of the Plans will control. Updated summary plan descriptions may be obtained by contacting the applicable Boeing Service Center through Boeing TotalAccess. Copies of the official Plan documents are available by written request to the Plan Administrator (see section 3, beginning on page 10). The Boeing Company reserves the right to change, modify, amend, or terminate any of the Plans or provisions described here at any time.

1. How Your Benefits Will Be Affected

Your Boeing benefits will depend on the reason for your departure: whether you resign, are laid off, take a preretirement leave of absence, or retire from active employment. To determine whether you are eligible to retire or apply for the preretirement leave of absence, see section 2, beginning on page 10. BOEING is a trademark of Boeing Management Company. Copyright © 2006 Boeing. All rights reserved.

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The following table explains the effects of each situation.

Benefit The Boeing Company Layoff Benefits Plan

Resignation You will not be eligible for a benefit.

Note: Certain nonunion employees may not be eligible for this plan. For a list of eligible companies and subsidiaries, see the Layoff Benefits Plan summary plan description booklet and any Updates.

Reason for Your Departure Preretirement leave Layoff of absence You may be eligible for a benefit of 1 week of base pay for each full year of service (to a maximum of 26 weeks).

Retirement from active employment

You will not be eligible for a benefit.

You will not be eligible for a benefit.

Coverage as an active employee will end on the last day of the month in which your leave begins.

Coverage as an active employee will end on the last day of the month of your benefit commencement date.

The benefit is payable as income continuation. Certain employees may be eligible for a lump sum. If you elect a lump sum, you will give up any applicable recall, seniority, or first consideration recall rights. Note: If your layoff is voluntary, you will not be eligible for benefit payments under the Layoff Benefits Plan.

Medical coverage Note: Continuation coverage is provided in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

Coverage as an active employee will end on the last day of the month in which you resign. You and your dependents then will be able to continue coverage through COBRA for up to 18 months by self-paying the required premiums.

Coverage as an active employee will end on the last day of the month in which your layoff occurs. If you are not eligible for retiree medical, you and your dependents may enroll for COBRA coverage for 18 months beginning on the first day of the month after your layoff. (For the first three months of COBRA coverage, you must pay your regular monthly contribution amounts.)

If you elect and enroll in COBRA, your coverage will continue at your regular contribution amounts for up to three months. In the fourth month, you and your dependents may continue COBRA coverage for the remaining COBRA eligibility period (through the 24th month of your leave) as long as you pay the full required premiums.

If you are not eligible for retiree medical, you and your dependents may continue coverage through COBRA for up to 18 months by self-paying the required premiums. Note: Your benefit commencement date can be as early as the first day of the month after your termination.

(You and your dependents then will be able to continue COBRA coverage for the remaining eligibility period [15 months] by self-paying the full COBRA rate.).

BOEING is a trademark of Boeing Management Company. Copyright © 2006 Boeing. All rights reserved.

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Benefit Retiree medical coverage

Resignation You will not be eligible for Boeing medical coverage in retirement unless you are eligible to retire when you resign.

Reason for Your Departure Preretirement leave Layoff of absence


For now, most current and future retirees continue to have access to medical coverage, although the arrangements vary by premerger company.



If you were hired by Boeing before January 1, 1999:

If you were hired by Boeing on or after January 1, 1999: You will not be eligible for Boeing medical coverage in retirement.

If you were hired by Boeing on or after January 1, 1999: You will not be eligible for Boeing medical coverage in retirement.

Boeing Satellite Systems Retirement Plan participants: If you take a preretirement leave of absence, you will not meet the requirements for retiree medical coverage. You must have actively contributed to the Plan for the three consecutive years before your retirement, and you cannot contribute to the Plan while on a preretirement leave of absence.

Boeing Satellite Systems Retirement Plan participants: You must have actively contributed to the Plan for the three consecutive years before your retirement.

• If you are laid off and then are recalled within six years from your layoff date, you may be eligible for retiree medical coverage in retirement. • If you are laid off and are not recalled within six years from your layoff date, you will not be eligible for Boeing medical coverage in retirement unless you already completed the retiree medical service requirement before the layoff. If you were hired on or after January 1, 1999: You will not be eligible for Boeing medical coverage in retirement. Boeing Satellite Systems Retirement Plan participants: If you are recalled within five years and again become eligible to participate in the Plan, you may be eligible for medical coverage in retirement if you actively contributed to the Plan for the three consecutive years before your retirement.


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Benefit Dental coverage Note: Continuation coverage is provided in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).

Resignation Coverage as an active employee will end on the last day of the month in which you resign. You and your dependents may elect to continue coverage through COBRA for up to 18 months by self-paying the required premiums.

Reason for Your Departure Preretirement leave Layoff of absence Coverage as an active employee will end on the last day of the month in which your layoff occurs. You and your dependents may elect to enroll in COBRA coverage for 18 months beginning on the first day of the month following your layoff. The first three months of COBRA coverage will continue at your regular monthly contribution amounts. You and your dependents may elect to continue COBRA coverage for the remaining eligibility period (15 months) by self-paying the full COBRA rate.

Flexible spending accounts

Coverage as an active employee will end on the last day of the month in which your leave begins. If you elect and enroll in COBRA, coverage will continue at your regular contribution amounts for up to three months. In the fourth month, you and your dependents may elect to continue COBRA coverage for the remaining COBRA eligibility period (through the 24th month of your leave) as long as you selfpay the full COBRA rate.

Retirement from active employment Coverage as an active employee will end on the last day of the month of your benefit commencement date. You and your dependents then will be able to continue coverage through COBRA for up to 18 months by self-paying the required premiums.

• Dependent Care Spending Account: Contributions will stop with your last regular check. You may file for eligible claims through April of the following year in which you lose eligibility. The balance remaining in your dependent care account may be used to reimburse qualified expenses you incur through the end of the calendar year. • Health Care Spending Account: Contributions stop at the end of the calendar month in which your employment ends. However, you can continue your participation under COBRA. If you elect continuation (COBRA), your future contributions are on an aftertax basis. If you do not elect COBRA, the balance remaining in your account may be used only to reimburse qualified expenses you incurred on or before the last day of the month in which you lost eligibility.

Basic life insurance

Your coverage will end on your last day of employment.


You then will have 31 days to convert your coverage to an individual policy.


Your coverage as an active employee will end on the last day of the month in which your leave begins. However, your Company-paid coverage then will continue for an additional three months.

Your coverage will end on your last day of employment. You then will have 31 days to convert your coverage to an individual policy.



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Benefit Basic AD&D insurance

Resignation Your coverage will end on your last day of employment.

Reason for Your Departure Preretirement leave Layoff of absence Your coverage will end on your last day of employment.

Your coverage as an active employee will end on the last day of the month in which your leave begins.

Retirement from active employment Your coverage will end on your last day of employment.

However, your Company-paid coverage then will continue for an additional three months. Supplemental life and supplemental AD&D insurance





Your coverage will end on the last day of the month in which your leave begins. You will be able to continue your coverage at employee cost for up to 24 months.

Your coverage will end on your last day of employment. You then will have 31 days to convert your coverage to an individual policy.

After 24 months, you then will have 31 days to convert your coverage to an individual policy. Short-term and long-term disability coverages



Note: If you have filed a disability claim, any benefits will continue according to Plan provisions.

Vacation

Your basic coverage will continue for up to three months.


If you are enrolled in the supplemental long-term disability coverage (an additional 10%), you may continue coverage for up to three months by paying the employee rate. All unused and accrued time will be paid.

All unused and accrued time will be paid.

You will be able to use time in accordance with Company procedures.

All unused and accrued time will be paid.

Any remaining balance will be paid at termination.


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Benefit Unused sick leave

Resignation Your unused sick leave will not be paid unless



• You are at least age 55 and you have 10 or more years of service.

Your unused sick leave will not be Your unused sick leave will remain Your unused sick leave will not be paid unless in your account until you return paid unless to work or terminate employment • You are at least age 55 and • You are at least age 55 and (such as retirement). you have 10 or more years of you have 10 or more years of service. service.

• You are younger than age 55 and eligible to retire under a Company plan.



• If you are eligible for payment of your unused sick leave, you will receive 50% of your account credits at a designated hourly rate of pay.

If you are eligible for payment of your unused sick leave, you will receive 50% of your account credits at a designated hourly rate of pay.

If you are eligible for payment of your unused sick leave, you will receive 50% of your account credits at a designated hourly rate of pay.

Note: Employees who are terminated for cause are not eligible for payment of unused sick leave. The Boeing Company Voluntary Investment Plan (VIP) and The Boeing Company Employee Financial Security Plan (FSP)

• You may leave your funds in the Plan or request a partial distribution, installment distributions, a total distribution, an annuity, or a rollover until you are age 99. Note: Federal law requires that you begin taking required minimum distributions at age 70½. You will be notified before any distribution.

Note: Tax consequences may vary depending on your circumstances and the options you choose. Please seek competent financial and tax planning advice.

• You will not be able to make new contributions, request a loan from the Plan, or continue loan payments.

• If you have a VIP loan, you must repay it before you request a total distribution or within 90 days after your termination date, whichever comes first. Otherwise, the balance will be treated as a taxable distribution. • You may continue to make fund transfers or fund reallocations in your VIP account. • The VIP summary plan description booklet is available on the Boeing Savings Plan Online web site (see section 3). Go to the Forms page and scroll to the bottom of the page for the document. Notes: • You can leave your funds in the Plans, but no new employee contributions or employer matching contributions will be made while you are on an unpaid leave. In addition, no rollover or final distribution from the Plans will be made while you are on leave. • While you are on leave, you may be eligible to withdraw all or a portion of your funds. Withdrawals may be subject to an additional 10% early withdrawal Federal penalty tax and may have other tax consequences. For details, see your summary plan description booklets. • If you have a VIP loan, special provisions may apply to loan repayment. Contact the Boeing Savings Service Center through Boeing TotalAccess. (See page 11.) • For information about any other Boeing savings plans, please contact the Boeing Savings Service Center through Boeing TotalAccess (see section 3). • Tax consequences may vary depending on your circumstances and the options you choose. Please seek competent financial and tax planning advice.


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Benefit Learning Together Program and applicable education stock units

Resignation You must repay the Company for any prepaid tuition unless you terminate at least one day after you complete a course. If you completed a degree and received notice of a stock unit award (with three years of vesting required), you will not be eligible for the award unless you have fulfilled the three-year vesting requirement.

Reason for Your Departure Preretirement leave Layoff of absence You may complete the courses in which you currently are enrolled.

The standard rules governing a leave of absence will apply.

If you do not wish to complete the course, you can notify the Learning Together Administrator (with proof of your 60-day notice), withdraw from a course, and not be liable for any prepaid tuition.

If you are taking a course and you go on leave, you will be able to complete the course (and not be liable for the tuition) unless there is a medical reason why you should not be attending school.

If you receive notice of a stock unit award and

If you withdraw from a class during your leave, you will be liable for the tuition unless there is a documented medical or personal reason why you cannot continue.

• You choose voluntary layoff, you will not be eligible for the award. • You are laid off involuntarily, the award will vest immediately, and you will receive the shares of the stock (minus the income tax owed).

Stock options (except those granted on February 27, 2006)

Options will be canceled immediately upon resignation.

You must repay the Company for any prepaid tuition unless you retire after completing your course. If you received a stock unit award, the stock will vest immediately, and you will receive the shares of stock (minus the income tax owed).

If you have received notice of a stock unit award, contact the Learning Together Administrator through Boeing TotalAccess for more information about vesting during a preretirement leave of absence. (See page 11.)

Options granted less than one year before your layoff will be canceled.

Your stock options will not change; Options granted less than one they will continue just the same as year before your retirement will be if you were an active employee. canceled.

Options granted one year or more before your date of layoff will become 100% available for exercise and will continue for the lesser of (a) five years from your date of layoff or (b) until the life of the grant expires.

If you terminate employment while you are on a leave of absence, the options either will terminate or continue depending on (1) the terms of your option grants and (2) the time of and reason for your termination.

Note: The tax treatment of your options may change following layoff. Contact Boeing Stock Option Administration for more information (see page 12).



Options granted one year or more before your date of retirement will become 100% available for exercise and will continue for the lesser of (a) five years from your date of retirement or (b) until the life of the grant expires. Note: The tax treatment of your options may change following retirement. Contact Boeing Stock Option Administration for more information (see page 12).

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Benefit Stock options (granted on February 27, 2006)

Resignation



Unvested options will be canceled Unvested options will be Your stock options will not change; Unvested options will be canceled immediately upon resignation. canceled immediately upon layoff. they will continue just the same as immediately upon retirement. if you were an active employee. Vested options will continue for Vested options will continue for Vested options will continue for 90 days following resignation. the lesser of (a) five years from If you terminate employment while the lesser of (a) five years from your date of layoff or (b) until the you are on a leave of absence, your date of retirement or (b) until life of the grant expires. the options either will terminate the life of the grant expires. or continue depending on (1) the terms of your option grants and (2) the time of and reason for your termination.

Note: If your employment terminates because of layoff and you then retire from layoff status, the initial termination reason (the layoff) will govern what happens to your stock options. Employee Incentive Plan (EIP)

If you resign before the end of the You will retain eligibility for a performance period, you will forfeit full or prorated EIP award. Your any EIP award for the period. amount will be based on the number of pay periods during the If you resign after the end of year in which you were eligible to the period but before payment participate before layoff. is made for that period, you will retain eligibility for a full or a prorated EIP award. Your amount will be based on the number of pay periods during the year in which you were eligible to participate before your resignation.

ShareValue Trust

You will continue to be eligible to participate in the EIP. You will retain eligibility for a full or prorated EIP award. Your amount will be based on the number of pay periods during the year in which you were eligible to participate.

You will retain eligibility for a full or prorated EIP award. Your amount will be based on the number of pay periods during the year in which you were eligible to participate before retirement.

EIP awards will be reduced in a manner consistent with the reduction in EIP eligible earnings received during the preretirement leave of absence.

You will retain eligibility for a prorated distribution, based on the ratio of your months of participation (as an eligible employee on the active payroll before departure) to the 48 months in the remaining open investment periods. You no longer will be credited with months of participation on the first full month you no longer are on the active payroll. You must wait until the end of an investment period before you will know if a distribution has resulted from that period. If there will be a distribution, you will be notified by mail at your home address on record with the Company.

Recall rights

You will not be eligible.


If you maintain your layoff status, you will have three years of eligibility for first consideration unless you choose the lump-sum benefit under the Layoff Benefits Plan.

This will not apply to you.

You will not be eligible.

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Benefit Pension Value Plan for Employees of The Boeing Company

Resignation See section 2 for the pension eligibility criteria.

Reason for Your Departure Preretirement leave Layoff of absence See section 2 for the pension eligibility criteria.

See section 2 for the pension eligibility criteria.

Retirement from active employment See section 2 for the pension eligibility criteria.

Note: If you are laid off and you start your pension from layoff status within the six-year layoff period, you will be considered eligible for all the pension-related benefits in section 2. Under the Layoff Benefits Plan, if you choose the income continuation option (rather than the lump-sum payment option), your income continuation payments will stop if you elect to start your pension before you receive your final payment.


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2. Eligibility Criteria for Pension Benefits and the Preretirement Leave of Absence Pension Value Plan for Employees of The Boeing Company Eligibility This section explains if and when you will be eligible for benefits from the Pension Value Plan. If you are vested and eligible to retire, you may defer receiving your benefit payments until age 65. If you do, you will be considered a deferred eligible participant. During this deferred period, you no longer will earn benefit credits and benefit service. However, you will continue to earn interest credits based on the credit-based Plan benefit you had when you stopped working at the Company. Interest credits will continue to accrue until age 65 or until your benefit payments begin, whichever is first. Important note: If you retire at age 55, your benefit may be reduced.

You can start your Boeing pension now if you are vested and . . . • You are age 62 or older while employed with at least one year of service, or • You are age 55 or older with at least 10 years of vesting service. Heritage benefit: If you have a heritage benefit, you may have different age and service requirements. For more information, please see your Pension Value Plan summary plan description booklet or call the Boeing Pension Service Center through Boeing TotalAccess (see page 11). Additional year of vesting service after layoff: You may earn up to one year of vesting service after layoff. This additional year of vesting service can be used to satisfy the 10-year vesting service requirement shown above. For example, if you are laid off and you have 9 years of vesting service, the additional year of vesting service after layoff would complete the 10-year vesting service requirement. For more information, see your Pension Value Plan summary plan description booklet.

You are eligible to request an unpaid, personal preretirement leave of absence for up to two years if you have . . . At least 10 years of vesting service and are currently eligible to start your pension, or you will be eligible within 2 years.


And your vested pension benefits would be . . . Payable as early as age 55 or could be deferred until age 65.

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You will be eligible for a pension benefit in the future if you are . . .

Vested pension benefits would be . . .

Laid off between ages 49 and 55 with at least 10 years of vesting service.

Payable as early as age 55 but no later than age 65.

• Younger than age 55 with at least 5 years of vesting service, or

Payable at age 65, or reduced and payable as early as age 55; you will be considered a “vested terminated” participant.

• Age 55 to 62 with at least 5 but fewer than 10 years of vesting service.

If you have a heritage McDonnell Douglas benefit and you are under age 50 at the time of layoff, but your age and vesting service total 75 or more, you can elect to begin your pension benefit as early as age 55. The benefit will not be treated as a vested terminated benefit. For more information, see your Pension Value Plan summary plan description booklet or call the Boeing Pension Service Center through Boeing TotalAccess. (See page 11.)

Ineligibility for a Pension Benefit

You will not be eligible to receive any pension benefit from the Pension Value Plan if you are • Younger than age 62 and have fewer than five years of vesting service, or • Age 62 or older with less than one year of service at the time of your termination.

Boeing Satellite Systems Retirement Plan If you are vested and eligible to retire but you instead decide to resign, you may defer receiving your benefit payments until age 65. Important note: If you are covered by the Boeing Satellite Systems Retirement Plan, different provisions may apply to you regarding a preretirement leave of absence. For more information, contact the Boeing Pension Service Center through Boeing TotalAccess (see section 3).

3. Sources for More Information and Help Boeing Benefits Web Site Visit Benefits on the World Wide Web (http://www.boeing.com/benefits/).


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Boeing TotalAccess Boeing TotalAccess connects you to the Boeing benefits service centers. You must have your BEMS ID number (or Social Security number) and Boeing TotalAccess password, except when you use the Boeing Web. • Boeing Web: https://my.boeing.com • World Wide Web: https://my-ext.boeing.com • Telephone: 1-866-473-2016; TTY/TDD services are available at 1-800-755-6363. Customer service representatives are available Monday through Friday from 7 a.m. to 8 p.m. Central time. Automated telephone services are available 24 hours a day, every day.

Once you reach the menu, follow the prompts: • For the Boeing Savings Service Center, choose “savings.” • For the Boeing Service Center for Health and Insurance Plans, choose “health and insurance.” • For the Boeing Pension Service Center, choose “pension.” • For the Leave Management Service Center, choose “leave of absence.” • To request a new Boeing TotalAccess password or a password reminder, choose “password administration.”

Boeing Stock Option Administration For a prelayoff or preretirement stock option summary, call 206-544-1123 or contact Boeing Stock Option Administration by e-mail ([email protected]).

ShareValue Trust ShareValue Trust information is available through Boeing TotalAccess on the Boeing Web or through the ShareValue Trust site on the World Wide Web (http://www.boeing.com/share/).

Boeing Plan Administrator To request copies of official Plan documents, write to the Plan Administrator at The Boeing Company, 100 North Riverside, MC 5002-8421, Chicago, IL 60606-1596. You will be charged a reasonable fee for reproduction of the materials you request.


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Summary of Your Benefits When You Leave The Boeing Company

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