INCENTIVE COMPENSATION PLAN FOR EMPLOYEES OF THE BOEING COMPANY AND SUBSIDIARIES (As Amended and Restated April 27, 2015)

Certain Employees. Officers and employees of the Company and its Subsidiaries who hold executive, administrative, managerial, supervisory, technical or other key positions shall be eligible for participation under the Plan, and participants shall for the most part be selected from among members of this group. None of the members of the Committee and no director of the Company or of a Subsidiary who is not also an officer or employee of the Company or of a Subsidiary shall be eligible for participation under the Plan.

Special Contributors; Former Employees. Awards may also be made under the Plan to employees not holding executive, administrative, supervisory, technical or other key positions who have, nevertheless, made a substantial contribution to the success of the Company and its Subsidiaries. In addition, a former employee who has either

Covered Employees. In no event shall any individual who is a “covered employee” (as defined in Section 162(m)) be eligible to receive an award under the Plan that is intended to meet the qualification requirements of Section 162(m).

Committee Authority. The Committee shall make awards, subject to the limitations herein, to such individuals within the eligible group and in such amounts and at such times as, in the Committee’s judgment, shall best serve the interest of the Company and its Subsidiaries at that time, taking into account each individual’s job performance and contributions to the success of the Company and its Subsidiaries.

Delegation of Award-Making Authority and Award Recommendations. The Committee may, at such time or times as it may elect, authorize the Chief Executive Officer of the Company who in turn may authorize other executives of the Company to make additional awards subject to the limitations herein provided, in amounts not exceeding an aggregate amount and under conditions determined by the Committee. In making recommendations to the Committee and in making awards authorized by the Committee, the Chief Executive Officer of the Company shall request and consider the recommendations of other officers and supervisory employees of the Company and its Subsidiaries.

Forms of Awards. Awards under this Plan will be made entirely in cash.

Boeing Stock Units. Boeing Stock Units granted under the Plan prior to the May 1, 2006 shall continue to be subject to the provisions of the Plan as in effect immediately prior to such date.

Limits on Awards. Unless approved by two-thirds of the members of the Board of Directors, no participant shall receive an award under the Plan in any one calendar year that has a maximum target of more than two (2) times the participant’s base salary for the year for which the award is made, and a maximum payout of more than two (2) times the target established by the Committee for the year for which the award is made.

Terms; Timing. Distribution of awards shall be governed by the terms and conditions applicable to such awards, as determined by the Committee or its delegate. Notwithstanding the foregoing, with respect to any award intended to be exempt from the requirements of Section 409A which is to be paid out when vested and qualify for the short-term deferral exemption to Section 409A, such payment shall be made as soon as administratively feasible after the award became vested, but in no event shall such payment be made later than 2-1/2 months after the end of the calendar year in which the award became vested unless (i) deferred pursuant to Section 5.2 or (ii) otherwise permitted under the exemption provisions of Section 409A.

Deferred Payment. Notwithstanding the provisions of Section 5.1, the Committee may permit or require a participant to defer receipt of the payment of an award to the extent provided under any deferred compensation plan of the Company or pursuant to the terms of an employment agreement, either of which satisfies the requirements for exemption from or complies with Section 409A.

Deductions. The Company shall deduct from the payment of each award any withholdings required by law; and the Company may deduct any amounts due from the recipient to the Company or a Subsidiary.

Notice; Distribution Date. The Committee or its delegates shall advise participants of their awards under the Plan, and shall fix the distribution date or dates for such awards. Awards shall be paid on the distribution date or as soon thereafter as reasonably possible.

Repeal; Amendments. The Plan and any and all provisions hereof may be repealed or amended by the affirmative vote of a majority of the Board of Directors at any meeting if the notice of such meetings sets forth the form of the proposal for such repeal or amendment or a summary thereof. No repeal or amendment of the Plan shall operate to annul or modify any award previously made under the Plan.

Nonassignability. No awards authorized or made pursuant to the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, execution, attachment, garnishment or any other legal process, and any attempt to subject an award to any of the foregoing shall be void.

Compliance with Section 409A. Notwithstanding the provisions of Section 5.2 to the contrary, it is the Company’s intention that any and all compensation payable under the Plan shall satisfy the requirements

Clawback Policy. Awards under the Plan are subject to the Clawback Policy as adopted by the Board of Directors and as amended from time to time.

No Individual Rights. No individual shall have any claim to be granted any award under the Plan, and the Company has no obligation for uniformity of treatment of participants under the Plan. Furthermore, nothing in the Plan or any award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate a participant’s employment or other relationship at any time, with or without cause.

No Trust or Fund. The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property or shares of Common Stock, or to create any trusts, or make any special deposits for any immediate or deferred amounts payable to any participant, and no participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

Successors. All obligations of the Company under the Plan with respect to awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

Severability. If any provision of the Plan or any award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the award, such provision shall be stricken as to such jurisdiction, person or award, and the remainder of the Plan and any such award shall remain in full force and effect.