Amendment 22 TO Special Business Provisions MS ###-###-#### BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INCORPORATED

This Amendment ("Amendment") to Special Business Provisions MS ###-###-####

is entered into as of the date of last signature below between Spirit AeroSystems,

Inc., a Delaware Corporation ("Seller") and The Boeing Company, a Delaware

Corporation (“Boeing”). Hereinafter, the Seller and Boeing may be referred to

jointly as "Parties" hereto. All capitalized terms used and not defined herein shall

have the meanings assigned thereto in the SBP (as defined below).

Now, therefore, in consideration of the mutual covenants set forth herein, the

Parties agree as follows:

MS ###-###-####, dated June 16, 2005 (the "SBP"), and the General Terms

Agreement BCA ###-###-####, dated June 17, 2005 (the "GT A") (collectively,

the "Sustaining Agreement"), and including any Amendments to the GTA and

the SBP.

Inner Wall (CIW or AIW) from 737 MAX line unit [*****] to 737 MAX line unit [*****].

The CIW incorporation change may be referred to as "CIW line unit [*****]" and

"line unit [*****] tools" will refer to the tools necessary to build the first Composite

Inner Wall.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements

contained herein, and for other good and valuable consideration, the value, receipt

and sufficiency of which are hereby acknowledged, the Parties hereby agree as

follows:

Amendment. The SBP is hereby amended as follows:

pricing for MAX-9 initial tools and MAX AIW line unit [*****] tools as follows:

tool list and MAX AIW line unit [*****] tool list as provided in Exhibit 1.

Inner Wall SOW 1 C" is stricken in its entirety and is replaced with the

following:

"The price shall be [*****] per ship set, and not subject to [*****] set forth in Sections [*****] through [*****] of SBP Attachment [*****], beginning with the above defined SOW at MAX line unit [*****] per Master Schedule [*****] and [*****]. Pricing is firm fixed through [*****], subject to adjustment beginning [*****] as defined herein."

line unit [*****] tooling.

[*****] tooling.

orders for 737-9 initial tools and MAX AIW line unit [*****] tools, as follows:

737-9 Fuselage Initial Tools PO XXXXXX item XX

737-9 Thrust Reverser Initial Tools PO XXXXXX item XX

737-9 Wing Initial Tools PO XXXXXX item XX

737 MAX AIW line unit [*****] Initial tools PO XXXXXX item XX

“For the purposes of the 737-9 Initial Tooling and the MAX CIW Line

Unit [*****] tooling, Boeing shall pay to Seller an incentive fee of [*****] ([*****]

for the 737-9 Initial Tooling and [*****] for the CIW Line Unit [*****] Tooling). The total incentives will be calculated in accordance with Section 6.4.1 of SBP Attachment 27, subject to the [*****] described above. The Parties agree that nothing in this Section 6.4.3 shall have the effect of establishing any precedent with respect to the calculation of any future incentive fee, whether via this MOA or otherwise.”

737 MAX AIW Non-Recurring Non-Tooling Define & Build PO XXXXXX item XX

“Boeing will pay such invoices per the terms of the Sustaining Contract net

[*****] days after receipt of valid invoice and supporting data as defined in Exhibit [E] along with a [*****] description of significant accomplishments and work completed for the fuselage, wing, thrust reverser, pylon, and AIW statements of work. Seller will provide separate invoices for Fuselage, Wing, Thrust Reverser, Pylon, and AIW.”

remain unchanged and in full force and effect.

(including the Exhibits and Attachments hereto), and provisions of the

SBP, GT A or the Administrative Agreement, this Amendment 22 and

the Exhibits and Attachments hereto shall take precedence.

Washington without reference to any rules governing conflict of laws.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement as of the date first set forth above.

The Boeing Company             Spirit AeroSystems Inc.

by and through its division    

Boeing Commercial Airplanes