The Boeing Company Compensation Committee Charter

(As Amended December 12, 2004)

Membership-Qualifications, Election and Removal

The Compensation Committee shall consist of three or more directors each of whom shall meet the independence requirements of the New York Stock Exchange ("NYSE"). The Chairman and the members of the Committee shall be elected annually by the Board of Directors on the recommendation of the Governance and Nominating Committee. Members may be removed by the Board in its discretion. The Committee may invite to its meetings any member of management, including the Chief Executive Officer, and such other persons as it deems appropriate in order to carry out its duties and responsibilities.

Purposes and Responsibilities

The Compensation Committee's purposes and responsibilities include the following:

  1. 1. Review and approve on an annual basis, either as a committee or together with other independent directors, the individual elements of total compensation for the chief executive officer ("CEO") and other elected corporate officers including base salary, incentive awards, stock grants, and any other long-term incentive awards. In addition, periodically and when as appropriate the Committee shall review and approve the following as they affect the CEO and other elected corporate officers: any employment agreements and severance agreements, any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits. The Committee shall receive periodic reports on the Company's compensation programs as they affect all employees. Finally, the Committee shall review and approve any special or supplemental compensation and benefits for the CEO and the elected corporate officers and persons who formerly served in such positions, including supplemental retirement benefits and the perquisites provided to them during and after employment.
  2. 2. Make changes to compensation plans within the scope of the Committee's authority to amend such plans, report to the Board regarding such changes, as appropriate and recommend additions or deletions to current executive compensation plans to the extent appropriate for Board action.
  3. 3. Produce an annual report on executive compensation for inclusion in the Company's proxy statement or annual report on Form 10-K.
  4. 4. Review and approve corporate goals and objectives relevant to CEO's compensation, evaluate the CEO's performance in light of those goals and objectives, and either as a committee or together with other independent directors determine and approve the CEO's compensation level based on this evaluation.
  5. 5. If the Committee enlists the services of a consultant to assist in the evaluation of director, CEO or senior executive compensation, the Committee has sole authority to retain and terminate the consulting firm, including sole authority to approve the firm's fees and other retention terms.
  6. 6. Review the Company's incentive compensation and other equity-based plans and recommend changes to such plans to the Board when necessary. The Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.
  7. 7. Oversee compliance with the requirements of the NYSE rules that shareholders approve equity compensation plans, with limited exceptions.
  8. 8. Conduct an annual self-evaluation of the Committee.

Sarbanes-Oxley Compliance

The Committee shall monitor the Company's compliance with the requirements of the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and corporate officers and with all other applicable laws affecting employee compensation.

Stated Meetings

The Committee meets in conjunction with the regular Board meetings, and otherwise from time to time at the call of the Committee chair. The Committee meets in executive session as it deems necessary or appropriate. The results of Committee meetings shall be reported to the full Board.

Quorum

A majority of the members of the Committee shall constitute a quorum. The Committee shall act only on the affirmative vote of at least two of the members

Committee Charter

  1. 1. The Committee shall review and assess the adequacy of the Committee's Charter annually and recommend any proposed changes to the Board for approval.
  2. 2. The Committee shall post its Charter on the Company's Web site and make available copies in printed form.

Subcommittees

The Committee has full authority to delegate its duties to subcommittees.