Amendment No. 33 to Special Business Provisions MS ###-###-####, between the Boeing Company and Spirit AeroSystems, Inc., dated as of November 30, 2017

Boeing and Seller are Parties to the Administrative Agreement AA ###-###-#### (“AA”), General Terms Agreement BCA ###-###-#### (“GTA”), and Special Business Provisions MS ###-###-#### (“SBP”), together with all Amendments thereto (collectively, the “Supply Contract”).

Boeing has authorized Seller to be reimbursed $[*****] for 737 MAX CIW [*****] APM Rate Tooling, equivalent to [*****]% of Seller’s incurred costs for the period ending [*****].This Authorization to Proceed (“ATP”) was provided in Boeing Contracts letter number [*****] dated [*****]. Upon the Effective Date, this ATP is superseded and is replaced by this Amendment No. 33.

Boeing and Seller herein memorialize (i) a [*****] amount for the 737 MAX Composite Inner Wall (“CIW”) [*****] Airplane Per Month (“[*****] APM”) Rate Tooling, and (ii) an incentive payment cap for the 737 MAX CIW [*****] APM Rate Tooling, all in accordance with SBP Attachment 27.

For purposes of this Amendment No. 33, “737 MAX CIW [*****] APM Rate Tooling” is defined as such Rate Tooling as is necessary to support a build rate of up to and including [*****] APM for the 737 MAX CIW, in accordance with SBP Attachment 27.

The Parties agree to a [*****] value of $[*****] for the 737 MAX CIW [*****] APM Rate Tooling.

Agreement for Cost Overruns to the [*****]:

The Parties agree that Boeing will pay Seller for all costs for the 737 MAX CIW [*****] APM Rate Tooling [*****] value. In the event that actual incurred costs are in excess of the [*****] value of $[*****], the [*****] value will be adjusted upward to reflect actual costs. Any upward adjustment of the [*****] value will be subject to validation by Boeing; otherwise the adjustment will be in accordance with SBP Attachment 27 Section 6.7.1.

The Parties agree that Seller will receive no more than a $[*****] incentive fee, in accordance with SBP Attachment 27 Section 6.4.6 (added to the SBP by this Amendment No. 33).

The list of “Amendments” within the Sustaining SBP is hereby deleted and replaced in its entirety as follows:

The SBP is hereby amended to include the following Purchase Order within SBP Attachment 27 Section 6.3:

The SBP is hereby amended by adding SBP Attachment 27 Section 6.4.6, as follows:

For the purposes of 737 MAX CIW [*****] APM Rate Tooling, Boeing shall pay to Seller an incentive fee of no more than $[*****] (“Capped CIW [*****] Underrun Incentive Amount”). The total incentive fee will be calculated in accordance with Section 6.4.1 of this SBP Attachment 27, subject to the Capped CIW [*****] Underrun Incentive Amount. The Parties agree that nothing in this Section 6.4.6 shall have the effect of establishing any precedent with respect to the calculation of any future incentive fee, whether via this SBP Attachment 27 or otherwise.”

The SBP is hereby amended by replacing the 737 MAX CIW [*****] table within SBP Attachment 27 Exhibit A with the table listed below. For the avoidance of doubt, the [*****] tables within SBP Attachment 27 Exhibit A for the 737-8, 737-9, 737-7 (7150), 737-8200, and 737-10 are unchanged by this Amendment No. 33.

The SBP is hereby amended by adding the tool list for 737 MAX CIW [*****] APM Rate Tooling to SBP Attachment 27 Exhibit C (Tooling Lists) as set forth within Exhibit 1 to this Amendment No. 33. For the avoidance of doubt, any tool lists already contained in SBP Attachment 27 Exhibit C are unchanged by this Amendment No. 33.

Except as specifically set forth herein, all provisions of the SBP shall remain unchanged and in full force and effect.

In the event of a conflict between the terms of this Amendment No. 33 and provisions of the SBP, GTA or the AA, this Amendment No. 33 and the Exhibit hereto shall take precedence.

This Amendment No. 33 shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.