HOME            PROPOSAL AS SUMBITTED

Response of the Office of Chief Counsel- received by fax on Feb 14th, 2002
Re: The Boeing Company Incoming letter dated December 14,2001 [confusion here - letter in cover page was listed as Dec18th]

The proposal requests that the board of directors adopt a policy that

(1) all employees vested at the time of conversion be given a choice between their heritage plans or the Pension Value cash-balance plan at the time of termination or retirement, and

(2) the cash balance plan provide a monthly annuity at least equal to that expected under the old pension plan, or an actuarially equivalent lump sum.

We are unable to concur with your view that Boeing can exclude the entire proposal and supporting statement under 14a-8(i)(3). However, there appears to be some basis for your view that portions of the supporting statement may be materially false or misleading under rule 14a-9. In our view, the proponent must:

delete the word "improperly" from the statement that begins "Boeing improperly claimed.. ." and ends " or termination";

delete the words "ignored and " from the statement that begins "Boeing ignored . . as trustee "

delete the sentence that begins "We believe . . " and ends ' . . under the old plan(s)";

delete the phrase "and to pump up earnings with non-spendable dollars" from the sentence that begins "Boeing does not ' and ends " with non-spendable dollars ";

delete the discussion that begins " In 19944 ." and ends" . . September 6 2001]";

revise the sentence that begins" The California Public . . . ."and ends in . . retirement"' to provide factual support In the form of a citation to a specific source;

delete the sentence that begins " Please encourage and end . . . to loyal employees"; and
delete the sentence that begins " Communications" and ends
" . . . http://home.att.net/~dprops/welcome.html "

Accordingly, unless the proponent provides Boeing with a proposal and supporting statement revised In this manner, within seven calendar days after receiving this letter, we will not recommend enforcement action to the Commission if Boeing omits only these portions of the proposal and supporting statement from its proxy materials in reliance on rule 14a-8(i)(3)
Sincerely,
Maryse Mills-Apenteng
Attorney-Advisor