Company Name: Boeing Co.
Public Availability Date: February 19, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
APPENDIX 3
STAFF REPLY LETTER

[INQUIRY LETTER]

VIA OVERNIGHT COURIER

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street N.E.
Washington, D.C. 20549

Re: Shareholder Proposal Concerning Pension Plans Submitted by Donald W. and Gertrude S. Shuper for Inclusion in The Boeing Company 2008 Proxy Statement

Dear Sir or Madam:

On July 12, 2007, The Boeing Company, a Delaware corporation ("Boeing" or the "Company"), received a proposed shareholder resolution and supporting statement (together, the "Proposal") from Donald W. and Gertrude S. Shuper (the "Proponents" or the "Shupers") for inclusion in the proxy statement to be distributed to the Company's shareholders in connection with its 2008 Annual Meeting (the "2008 Proxy Statement").

We hereby request that the staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action to the Securities and Exchange Commission (the "Commission") if, in reliance on certain provisions of Commission Rule ("Rule") 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Boeing excludes the Proposal from the 2008 Proxy Statement and form of proxy (the "2008 Proxy Materials").

In accordance with Rule 14a-8(j), we hereby file six copies of this letter and the Proposal, which is attached to this letter as Exhibit A. The Company presently intends to file its definitive proxy materials on March 14, 2008, or as soon as possible thereafter. Accordingly, pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 calendar days before the Company will file its definitive 2008 Proxy Materials with the Commission.

Also, in accordance with Rule 14a-8(j), we are simultaneously forwarding a copy of this letter via overnight courier, with copies of all enclosures, to the Proponents as notice of the Company's intention to exclude the Proposal from the 2008 Proxy Materials. Please fax any response by the Staff to this letter to my attention at (312) 544-2829. We hereby agree to promptly forward to the Shupers any Staff response to this no-action request that the Staff transmits to us by facsimile. A copy of additional correspondence from the Shupers relating to the Proposal, since the date the Proposal was submitted to the Company, is attached to this letter as Exhibit B.

The Proposal

The Proposal relates to the Company's Pension Value Plan (the "PVP"). The Proposal states, in relevant part:

RESOLVED: Shareholders request the Board of Directors to adopt the following policy: Employees vested at time of the 1999 pension plan conversion to the PVP cash balance plan to be given a choice between their previous pension plans ("Heritage Plan") or the Pension Value Plan (the "PVP") at time of their termination or retirement.

The Proposal May Be Omitted Under Rule 14a-8(i)(7) as Relating to the Conduct of the Ordinary Business Operations of Boeing.

Rule 14a-8(i)(7) under the Exchange Act provides a basis for the exclusion of proposals that seek to submit to shareholders ordinary business matters.1 The Commission describes the policy underlying the Rule 14a-8(i)(7) ordinary business exclusion as resting on two central considerations. The first relates to the subject matter of the proposal. Certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight. The second consideration relates to the degree to which the proposal seeks to "micro-manage" the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment. However, proposals relating to such matters but focusing on sufficiently significant social policy issues generally would not be considered to be excludable because the proposals would "transcend the day-to-day business matters" and raise policy issues so significant that they would be appropriate for a shareholder vote.2 The Staff has further explained that "[t]he Division has noted many times that the presence of widespread public debate regarding an issue is among the factors to be considered in determining whether proposals concerning that issue `transcend the day-to-day business matters'." 3

The Company believes that the Proposal may be omitted from the 2008 Proxy Materials pursuant to the provisions of Rule 14a-8(i)(7) because the Proposal deals with matters the Commission has long recognized as relating to the conduct of the ordinary business operations of a corporation (pension benefits for a corporation's employee population) and because there is no longer the "widespread public debate" surrounding cash balance plans that led the Staff to consider proposals relating to such plans to raise significant social and corporate policy issues.4

For these reasons, which are discussed in further detail below, the Company believes that the Proposal may be omitted from the 2008 Proxy Materials.

A. Proposals Relating to Retirement and Pension Plan Benefits Have Consistently Been Excluded as Relating to Ordinary Business Operations

The Staff has consistently granted no-action relief with respect to the omission of shareholder proposals regarding retirement and pension plan benefits as relating to a company's ordinary business operations. See, e.g., General Electric Co., SEC No-Action Letter, 2007 WL 162269 (Jan. 16, 2007) (excluding a proposal to provide a cost-of-living adjustment in all GE pensions); WGL Holdings Inc., SEC No-Action Letter, 2006 WL 3370799 (Nov. 17, 2006) (excluding a proposal requesting a moderate raise in retirement pay for retired employees); ConocoPhillips, SEC No-Action Letter, 2005 WL 267904 (Feb. 2, 2005) (excluding a proposal to eliminate offsets and bring parity to all existing pension plans); International Business Machines Corp., SEC No-Action Letter, 2004 WL 2952766 (Dec. 20, 2004) (excluding a proposal seeking to increase the amount of pension benefits payable to retirees); Raytheon Co., SEC No-Action Letter, 2004 WL 885392 (Jan. 30, 2004) (excluding a proposal to raise the pensions of certain participants in proportion to the number of years a retiree had been in the plan during a certain period); Lucent Technologies Inc., SEC No-Action Letter, 2003 WL 22850012 (Nov. 26, 2003) (excluding a proposal regarding compensation and increasing retirement benefits); General Electric Co., SEC No-Action Letter, 2003 WL 132476 (Jan. 9, 2003) (excluding a proposal to "treat all pensioners equally"); Honeywell Int'l, Inc., SEC No-Action Letter, 2001 WL 1150325 (Sept. 28, 2001) (excluding a proposal to retroactively remove reductions to retiree pensions); Avery Dennison Corp., SEC No-Action Letter, 1999 WL 1072985 (Nov. 29, 1999) (excluding a proposal to provide a cost of living adjustment to pension plan participants); Bell Atlantic Corp., SEC No-Action Letter, 1999 WL 893648 (Oct. 18, 1999) (excluding a proposal to increase the retirement pension of retired management employees); Lucent Technologies Inc., SEC No-Action Letter, 1999 WL 792495 (Oct. 4, 1999) (excluding a shareholder proposal to increase "vested pension" benefits); General Electric Co., SEC No-Action Letter, 1997 WL 37699 (Jan. 28, 1997) (excluding a proposal to adjust the pension of retirees to reflect the increase in inflation); and AlliedSignal, Inc., SEC No-Action Letter, 1995 WL 694098 (Nov. 22, 1995) (excluding a proposal to increase pension benefits).

Effective January 1, 1999, Boeing adopted the PVP, a cash balance plan, as part of a comprehensive revision of its employee compensation programs and in order to integrate its prior plans into a single plan after a series of mergers and acquisitions. The Company, as permitted under federal pension law, chose not to continue its traditional defined benefit plans (the "Heritage Plans") but adopted the cash balance PVP, with generous transition measures that protected all of an employee's accrued benefits under the Heritage Plans and also provided for the future growth of those benefits by carrying forward the retirement benefits that had been earned under the Heritage Plans as of the transition date and then indexing those benefits with the employee's own post-transition salary growth.

By requiring the Company to offer to a limited group of employees (those vested in the Heritage Plans in 1999) a choice between the PVP and the Heritage Plans at the time of the employees' termination or retirement, the Proposal would require a fundamental change in the benefits currently available to employees and clearly attempts to regulate the Company's ability to determine appropriate pension benefits for its employees. The design, implementation and administration of pension plans involves multiple competing considerations, including general compensation policies, the financial impact of the benefit plan provisions, the impact on other employees, and regulatory compliance. Furthermore, the determination of retirement and pension benefits of the Company's employees is an integral part of the Company's total employee compensation package, which is designed to attract, retain, motivate and reward the Company's workforce in a competitive global market. Accordingly, the Company's determination of appropriate retirement and pension plan benefits is a matter that is "fundamental to management's ability to run a company on a day-to-day basis" and that "could not, as a practical matter, be subject to direct shareholder oversight." 5 In addition, the choice between pension plans requested in the Proposal would require complex actuarial and legal analyses to determine what impact the proposed choice would have on plan funding and whether it would violate provisions of tax and pension law. These required analyses and potential changes to the PVP demonstrate that the Proposal would insert shareholders into a process of "micro-managing" the company "by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." 6

B. There Are No Longer "Significant Policy Issues" That Would Justify a Shareholder Vote on the Proposal

In 2000, the Staff denied no-action relief to IBM for a shareholder proposal relating to IBM's conversion from a traditional defined benefit pension plan to a cash balance pension plan. In denying relief, the Staff stated that the proposal could not be properly omitted under Rule 14a-8(i)(7) "[i]n view of the widespread public debate concerning the conversion from traditional defined benefit pension plans to cash balance plans and the increasing recognition that this issue raises significant social and corporate policy issues." International Business Machines Corp., SEC No-Action Letter, 2000 WL 202081 (Feb. 16, 2000) ("IBM"). See also The Boeing Co., SEC No-Action Letter, 2001 WL 185197 (Feb. 16, 2001) ("Boeing") (denying no-action request to exclude a proposal regarding a choice between the defined benefit plan and a cash balance plan on ordinary business grounds).

The proponents in IBM and Boeing argued that cash balance plans were age-discriminatory and therefore illegal. The proponents described numerous published articles discussing the issue, congressional hearings, investigations by the Department of Labor (the "DOL") and the Equal Employment Opportunity Commission (the "EEOC"), and a suspension by the Internal Revenue Service (the "IRS") of the processing of determination letter applications related to cash balance plan conversions.

Circumstances have changed. As described below, legislative, regulatory and litigation developments since the time of the IBM letter have largely resolved concerns about age-discrimination claims raised in connection with cash balance plans. Cash balance plans therefore no longer raise the same social and corporate policy issues as they did at the time of IBM, nor do they continue to invoke widespread public debate. As a result, the Proposal is strictly related to the ordinary course of business tasks of pension and benefit administration, which is exclusively within the purview of management and not the shareholders.

Last year Congress enacted the Pension Protection Act of 2006 (the "PPA"), which makes clear that, for periods after June 28, 2005, a cash balance plan's formula does not violate the age discrimination provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), and the Internal Revenue Code of 1986, as amended (the "Code"), if, under the terms of the plan, the participant's accrued benefit, as determined as of any date under the plan's terms, is equal to or greater than that of any similarly situated, younger individual who is, or could be, a participant. For purposes of this rule, a participant is "similarly situated" to any other individual if the participant is identical to the other individual in every respect (including period of service, compensation, position, date of hire, work history, and any other respect) except for age. In addition, a participant's accrued benefit may be expressed as a hypothetical account balance. This means cash balance plans can be tested for compliance with the anti-age-discrimination provisions of ERISA, ADEA and the Code on the basis of pay credits (i.e., "inputs") without the need to take into account projections to normal retirement age, as long as the rate at which interest is credited to the participants' accounts is not greater than a market rate of return. Thus, after June 28, 2005, it is clearly permissible for a cash balance plan to utilize a formula that provides the same pay credit for younger and older workers who are similarly situated (even though the older worker has less time to accumulate interest credits). The PVP satisfies the requirements set forth by the PPA and therefore, the plan's benefit accrual formula is not discriminatory or illegal as applied after June 28, 2005.

The PPA also provides that cash balance plan conversions occurring after June 28, 2005 are permissible, as long as a participant's accrued benefit after the amendment is no less than his or her accrued benefit prior to the conversion (under the terms of the traditional defined benefit plan) for years of service prior to the conversion plus the participant's accrued benefit under the cash balance plan for years of service after the conversion (i.e., an "A+B formula"). Although the PPA is not to be construed to create any inference as to the treatment of cash balance conversions prior to June 28, 2005, the type of conversion formula used in the PVP would clearly have been permitted under the PPA had the conversion occurred after June 28, 2005.

Effective June 30, 2005,7 the IRS lifted the moratorium on the processing of applications for determination letters regarding cash balance plan conversions. (The moratorium never applied to cash balance plans that did not involve a conversion from a traditional defined benefit plan.) The IRS is now issuing determination letters with respect to cash balance formulas of all moratorium plans. IRS Notice 2007-6, which announced the lifting of the moratorium, makes it clear that a cash balance formula will not be age discriminatory merely because it includes interest credits through normal retirement age in a participant's accrued benefit. In addition, in the case of any moratorium plan that involves a conversion to a cash balance plan from a traditional defined benefit plan pursuant to an amendment adopted after June 29, 2005, the conversion, itself, will also be reviewed for satisfaction of the PPA's requirements.8

Additionally, the DOL and EEOC have not found cash balance plans to be, by default, discriminatory, and the majority of courts addressing the issue of age discrimination in the context of cash balance plan conversions before June 28, 2005 in cases decided after the enactment of the PPA have held that cash balance plans are not age-discriminatory.9 See, e.g., Drutis v. Rand McNally & Co., 499 F.3d 608 (6th Cir. 2007); Register v. PNC Fin. Servs. Group, Inc., 477 F.3d 56 (3d Cir. 2007), Cooper v. IBM Pers. Pension Plan, 457 F.3d 636 (7th Cir. 2006), cert. denied, 127 S. Ct. 1143 (2007); Walker v. Monsanto Co. Pension Plan, 2006 WL 2802051 (D. Ill. Setp. 27, 2006); Bryerton v. Verizon Commc'ns Inc., 2007 WL 1120290 (S.D.N.Y. Apr. 17, 2007); Gillis v. SPX Corp. Individual Ret. Plan, 2007 WL 1031656 (D. Mass. Mar. 31, 2007); Sunder v. U.S. Bank Pension Plan, 2007 WL 541595 (E.D. Mo. Feb. 16, 2007); Finley v. Dun & Bradstreet Corp., 471 F. Supp. 2d 485 (D. N.J. 2007); Laurent v. PricewaterhouseCoopers LLP, 448 F. Supp. 2d 537 (S.D.N.Y. 2006).

Most significantly, the District Court for the Southern District of Illinois held that the PVP specifically did not violate ERISA's anti-age-discrimination rules. Wheeler v. Pension Value Plan for Employees of The Boeing Co., 99 A.F.T.R.2d 2007-1557, aff'd mem., 100 A.F.T.R.2d 2007-5996 (S.D. Ill. 2007).

Given the enactment of the PPA, the IRS's lifting of the moratorium on determination letter applications regarding cash balance plan conversions, the lack of any conclusions by either the DOL or the EEOC that cash balance plans are by default age discriminatory, and favorable decisions by a majority of courts that have addressed the issue of age discrimination in the context of cash balance plans, cash balance plans are clearly not, by default, discriminatory or illegal. Accordingly, cash balance plans no longer invoke widespread public debate, and, thus, it cannot be argued that the Proposal relates to a significant policy issue that transcends day-to-day business matters and that raises policy issues so significant as to be appropriate for shareholder vote. Instead, the Proposal requests a change in the benefits to provide employees with a choice between two benefits plans, or more simply, a choice between two formulas to calculate benefitsa matter long recognized as within the purview of a company's ordinary business operations.

* * * * *

For the foregoing reasons, the Company believes that the Proposal may be omitted from the 2008 Proxy Materials in accordance with Rule 14a-8(i)(7) because the Proposal relates to the ordinary business operations of the Company.

Should you have any questions regarding any aspect of this matter or require any additional information, please call me at (312) 544-2802.

Please acknowledge receipt of this letter and its enclosures by stamping the enclosed copy of this letter and returning it to me in the enclosed envelope.

Very truly yours,

/s/

Michael F. Lohr
Corporate Secretary

enclosures

cc: Donald W. and Gertrude S. Shuper

-----FOOTNOTES-----

1 See 17 C.F.R. 240.14a-8(i)(7) (permitting a company to exclude a proposal that "deals with a matter relating to the company's ordinary business operations").

2 See Exchange Act Release No. 34-40018 (May 21, 1998) ("Release No. 34-40018").

3 See SEC Staff Legal Bulletin No. 14A (July 12, 2002).

4 See International Business Machines Corp., SEC No-Action Letter, 2000 WL 202081 (Feb. 16, 2000).

5 Release No. 34-40018.

6 Id.

7 I.R.S. News Release IR-2006-193 (Dec. 21, 2006); I.R.S. Notice 2007-6, 2007-3 IRB 272 (Dec. 21, 2006).

8 Cash balance plan conversions prior to June 30, 2005, such as the Company's, will not be reviewed by the IRS regarding whether such conversions satisfy the applicable anti-age-discrimination requirements. However, as shown in our discussion of Wheeler v. Pension Value Plan for Employees of The Boeing Co., infra, the PVP has been held not to violate ERISA's anti-age-discrimination rules.

9 Only three cases since the PPA passed the U.S. Senate on August 3, 2006 have held that cash balance plans are age discriminatory under ERISA, each of which was decided by Second Circuit courts. See Parsons v. AT&T Pension Benefit Plan, 2006 WL 3826694 (D. Conn. Dec. 26, 2006); In re Citigroup Pension Plan ERISA Litig., 470 F. Supp. 2d 323 (S.D.N.Y. 2006); In re J.P. Morgan Chase Cash Balance Litig., 460 F. Supp. 2d 479 (S.D.N.Y. 2006). However, this circuit remains split on this issue. See, e.g., Bryerton v. Verizon Commc'ns Inc., 2007 WL 1120290 (S.D.N.Y. Apr. 17, 2007); Laurent v. PricewaterhouseCoopers LLP, 448 F. Supp. 2d 537 (S.D.N.Y. 2006).

[APPENDIX 1]

EXHIBIT A

OFFICE OF THE CORPORATE SECRETARY
BOEING CORPORATE HEADQUARTERS
100 NORTH RIVERSIDE PLAZA, 311A1
MC 5003-1001
CHICAGO, ILLINOIS 60606-1596

CERT MAIL 7007 0220 0004 1772 1745
7 JULY 2007

Enclosed please find our shareholder proposal for the 2008 annual meeting.

The resolution part of the proposal is nearly identical in wording and intent to our proposals published previously for annual meetings in 2001 through 2004 regarding employee choice of pension plans at termination or retirement. A check of the approval voting percentages will show that for the years 2002, 2003, and 2004 they exceeded the 10 percent requirement for resubmittal.

We have also attached pertinent documentation which provide factual foundation for those supporting statements which might be considered controversial. We can provide additional documentation on request.

We are submitting this proposal at this time to give Boeing adequate time to consider what we believe to be significant issues of credited service and pension improvements.

The last two times we made our submittal, we established good rapport with Mr Rick Hansen of Perkins - Coie and would suggest such communication method be again established.

Although we have included the required statements on the 2\nd/ page of our proposal, we again state here the following, and have provided a copy of our 2007 shareholder meeting admission ticket.

We have held at least 60 Boeing shares in our names for over a year prior to submittal of this 2008 proposal.

We intend to hold at least these 60 shares through the date of the 2008 Annual Meeting

We would appreciate confirmation of receipt of this proposal via FAX at our regular phone number 425-885-9528 [automatic pick up] and e-mail to G.A.Shuper@gmail.com. We have no objections to publishing our names with our proposal.

/s/

Donald W Shuper
13715 NE 70\th/ Place

/s/

Gertrude S Shuper
Redmond WA 98052-9428.

Attachments - Proposal -2 pages Shareholder verification 1 page
Supporting documents 30 pages. (Proposa108support)

[APPENDIX 2]

Sharehoider proposal from Donald Shuper 7 July 2007

RESOLVED: Shareholders request the Board of Directors to adopt the following policy:

Employees vested at time of the 1999 pension plan conversion to the PVP cash balance plan to be given a choice between their previous pension plans ("Heritage Plans") or the Pension Value Plan (the "PVP") at time of their termination or retirement.

Supporting Statements:

Boeing implemented the PVP in 1999 for over 100,000 non-represented employees. Since that time, Boeing has resisted giving employees a choice of plans at retirement or termination. We believe Boeing should allow such a choice, as other companies like Kodak, 3M, Motorola, Delta Airlines, and AT&T have done. Lack of choice negatively affects employees previously represented by a union who were converted to the PVP.

The PVP adversely affects many long-term employees when compared to the Heritage Plan benefits. In most cases, the Heritage plans pay 100 percent of vested benefits at age 60, but for many, the PVP pays only 80 percent for age 60 retirements.

1 PENSION INCREASES?

Boeing and the unions usually claim an "X percent" increase in retirement benefits in contracts, but the "Alternate benefit" formula applicable to most retirees has NOT changed since the early 1990's. The claimed increases apply only to the `Basic benefit' calculation e.g. $XX/month per year of credited service. The "Basic benefit" typically applies to the smaller group of long-term employees with average or below average pay during the 5 years prior to retirement or who have been on extended leaves of absence.

2 CREDITED SERVICE GAINED WHILE NOT WORKING FOR BOEING.

The unions and Boeing know the published "X percent" pension increases rarely apply to the majority of the employees nearing retirement. Very few Heritage Boeing employees know they can take an extended leave of absence, work full time for the union, and continue to accrue up to 10 years additional vested credited service for their pensions. The "X percent" pension increases routinely apply to the union staff employees, including those who have significant influence on negotiations. This unique policy of credited service accrual in effect since 1971 is found exclusively in the Heritage plan legal documents available only upon written request or to the unions.

3 BOEING ACTIONS WHEN QUERIED ABOUT CREDITED SERVICE ISSUE

A. Without notice or explanation, Boeing has totally blocked employee access to at least five email addresses and matching web sites which contained related ethics, shareholder, pension and union communications with false claims of virus or violations of Boeing "malicious code policy"

B. From auditchair@boeing.com: "...Boeing does not intend to respond to any further correspondence or contacts from you or (spouse)" (April 12,2007)

C The Corporate Counsel refused to acknowledge or respond.

D The Pension Plan Administrator has refused to provide current plans legal documents despite a written request.

EMPLOYEES DESERVE CHOICE, DISCLOSURE, AND WORKING ETHICS.

SHAREHOLDERS SHOULD DEMAND DISCLOSURE, REAL ETHICS, AND ACCOUNTABILITY.

START BY VOTING YES.

(End 2008 Shuper Proposal - 490 words. -Submitted 7 July 2007)

Certified mail 7007 0220 0004 1772 1745

Submitted by:

Donald W Shuper and Gertrude S Shuper
13715 NE 70\th/ Place
Redmond WA 98052-9428 425-885-9528 dshuper@att.net

Our last submittal of this same proposal in 2004 received over 10 percent. We have held at least 60 Boeing shares in our names for over a year prior to submittal of this 2008 proposal.

We intend to hold at least these 60 shares through the date of the 2008 Annual Meeting.

/s/

Donald W Shuper

/s/

Gertrude S Shuper

Supporting Data and Cover letter attached.

Sent to

OFFICE OF THE CORPORATE SECRETARY
BOEING CORPORATE HEADQUARTERS
100 NORTH RIVERSIDE PLAZA, 311A1
MC 5003-1001
CHICAGO, ILLINOIS 60606-1596

[APPENDIX 3]

JAN 3, 2007

Re: Shareholder Proposal Concerning Pension Plans Submitted by Donald W.- Gertrude S. Shuper for The Boeing Company 2008 Proxy Statement.

We request confirmation of receipt via reply all to:

dshuper@att.net, shareholderservices@boeing.com, trudyshuper@att.net

FROM DONALD W AND GERTRUDE S SHUPER 13715 NE 70TH PLACE REDMOND WASHINGTON 98052.

Our Phone and Automatic FAX number is 425-885-9528

SENT VIA EMAIL from dshuper@att.net to cfletters@sec.gov

TO U.S. Securities and Exchange Commission

Division of Corporation Finance Office of Chief Counsel

100 F Street N.E. Washington, D.C. 20549

THIS EMAIL IS A SUMMARY OF OUR REBUTTAL TO BOEING NO-ACTION REQUEST. ALL OF THE BELOW PLUS SUPPORTING DATA ARE INCLUDED IN THE ATTACHED PDF FILES.

Ref 1 BAresponseNoted - Boeing No Action request letter of Dec 21, 2007

Ref 2 EXH_1_SHUPER_BOEING_08 - 7 pages - Stock ownership issue update.

Ref 3 EXH_2_SHUPER_BOEING_08 - 4 pages - PVP v Heritage service comparisons

Ref 4 EXH_3_SHUPER_BOEING_08 - 1 page - Voting record comparison

Dear Sir or Madam:

We wish to rebut the sole "Ordinary Business" exception claim by Boeing regarding publication of our proposal submitted on July 12, 2007, which states in pertinent part:

RESOLVED; Shareholders request the Board of Directors to adopt the following policy: Employees vested at time of the 1999 pension plan conversion to the PVP cash balance plan to be given a choice between their previous pension plans ("Heritage Plan") or the Pension Value Plan (the "PVP") at time of their termination or retirement.

Our rebuttal follows:

1. Our proposal is the same as our four previous proposals regarding choice of pension plans implemented without choice..

Each of our 2002, 2003, and 2004 proposals received over 10 percent affirmative votes. Boeings' arguments regarding the "ordinary business" exception did not prevail in 2001. Boeing did not make that argument in 2002, 2003, or 2004. Boeing did not make a no-action request for our fourth submittal in 2004. [EXH-3]

2. Boeing has not met its burden re "ordinary business exemption" in accordance with SEC Staff Legal Bulletin 14A (July 12, 2002).

a. Boeings' arguments infer that providing a choice of plans would have a material effect directly or indirectly on shareholders due to "complex" administration issues and high costs of implementation (benefits). The pension plans at issue apply to all employees. Denial of choice has a negative impact on morale for many employees.

b. We believe their arguments are within the ambit of the SEC Bulletin 14A description of "Proposals that focus on equity compensation plans that may be used to compensate senior executive officers, directors and the general workforce", thus - "If the proposal seeks to obtain shareholder approval of all such equity compensation plans that potentially would result in material dilution to existing shareholders, a company may not rely on rule 14a-8(i)(7) to omit the proposal from its proxy materials."

c. Boeing claims of a "limited group" are misleading. The PVP plan applied to 87,000 or 57 percent of 153,000 Boeing employees in 2005. Approximately 68,000 employees or 43 percent have yet to approve or choose the PVP. In 1999, Boeing had about 10 pension plans and 20 formulas. In 2006, Boeing had 14 pension plans with about 28 formulas. Our proposal does not require a change in formulas, only a comparison of four existing formulas per employee instead of two. We believe the 13 other plans still exist because of union contracts. [EXH_2]

3. The Boeing allegation that cash-balance plans implemented before passage of the Pension Protection Act are no longer subjects of "widespread public debate" is misleading.

Boeing currently has 159,000 employees in over 45 states, and the majority are in the PVP Plan. Their referenced 7th Circuit District Court decision for Boeing is not binding in other circuits and may not be persuasive. [Wheeler v Pension Value Plan]

We note that the 6th Circuit case referenced by Boeing in their discussion on age discrimination [Drutis v. RandMcNally & Co., 499 F.3d 608 (6th Cir. 2007)] was decided after our petition was filed. However, that case also supported a lower court ruling that two plaintiffs who had exercised their choice of the "grandfathered" plan had no injury by the cash balance plan and therefore no standing. By denying choice, Boeing may be liable for other non age-related PVP plan deficiencies. [EXH_2]

4. The entire Boeing discussion on age discrimination has no bearing on their sole complaint of "ordinary business" and should be disregarded.

a. Boeings' subjective allegation that our 2000 proposal argued that the PVP plan was or is age discriminatory is false. We made no such argument.

b. In our current submittal, we deliberately removed the previously acceptable statement regarding actuarial equivalents so as to avoid any rational inference of age-discrimination issues. The statement removed was "The PVP to provide a monthly annuity at least equal to that expected under the Heritage Plans, or an actuarially equivalent lump sum.".

***** ******

We believe we have fully addressed the Boeing request for a no -action letter on the basis of Ordinary Business. We do not believe their argument has any more merit now than in the year 2001.

Because of on-going communication difficulties - we will if necessary email using a different email address, and absent a Boeing response, will FAX a copy to Boeing

Should you have any questions, please call us at 425-885-9528.

Sincerely

/s/

Donald W Shuper 13715 Ne 70th Place Redmond Washington
Email dshuper@att.net, trudyshuper@att.net, and dongert.bashareholder@gmail.com
Copy to Boeing via shareholderservices@boeing.com with attachments.

[STAFF REPLY LETTER]

February 19, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: The Boeing Company

Incoming letter dated December 21, 2007

The proposal requests that the board of directors adopt a policy that employees vested at the time of the 1999 pension plan conversion to the PVP cash balance plan be given a choice between their previous pension plans or the Pension Value Plan at the time of their termination or retirement.

There appears to be some basis for your view that Boeing may exclude the proposal under rule 14a-8(i)(7), as relating to Boeing's ordinary business operations (i.e., employee benefits). Accordingly, we will not recommend enforcement action to the Commission if Boeing omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

John R. Fieldsend
Attorney-Adviser