Supplemental Benefit Plan For Employees of The Boeing Company

EXHIBIT 10(v)

SUPPLEMENTAL BENEFIT PLAN

FOR EMPLOYEES OF

THE BOEING COMPANY

AS AMENDED AND RESTATED

EFFECTIVE MARCH 22, 2003

Section 1. Purpose of the Plan .


The Supplemental Benefit Plan for Employees of The Boeing Company (the Plan) was established effective January 1, 1978 by The Boeing Company (the Company), and is hereby amended and restated effective March 22, 2003. The purpose of the Plan is to supplement the benefits of certain employees under the Company' s Voluntary Investment Plan and Financial Security Plan and, for periods prior to January 1, 1999, the Company' s Employee Retirement Plan. It is intended that the benefits under these plans be supplemented to the extent that such benefits are reduced by the limitations on benefits and contributions imposed by Section 415 of the Internal Revenue Code of 1986 (the Code). For the period January 1, 1987 through May 31, 1987, the purpose of the Plan shall also be to supplement the limitation on Elective Deferrals imposed by Section 402(g)(l) of the Code, to the extent such deferrals for certain employees are required to be reduced. Effective January 1, 1989, the purpose of the Plan shall be expanded to also supplement the benefits of certain employees to the extent such benefits are curtailed because their Compensation exceeds the annual compensation limit permitted under Section 401(a)(17) of the Code.


It is intended that the Plan shall be an Excess Benefit Plan as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974 (ERISA) to the extent benefits are paid in excess of the limits imposed by Section 415 of the Code, and to the extent any part of the Plan is not an Excess Benefit Plan, it is intended that the Plan be maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.


Section 2. Eligibility and Participation .


Effective January 1, 1999, participation and eligibility shall be limited to the following employees of the Company, or an affiliate or subsidiary:


(a) those E-series payroll employees who are participants in the Company' s Voluntary Investment Plan or Financial Security Plan and whose benefits thereunder are affected by the limitations on benefits or contributions imposed by Section 415 and 401(a)(17)of the Code; and


(b) those salaried employees who are not represented by a collective bargaining agent (or employees represented by a collective bargaining agent only if the terms of the collective bargaining agreement covering such employee specifically provide for


coverage under the Plan) who are participants in the Company' s Voluntary Investment Plan or Financial Security Plan and whose benefits thereunder are affected by the limitations on benefits or contributions imposed by Sections 415 and 401(a)(17) of the Code. Such Participants shall be eligible only for the benefits determined under Section 3 calculated with respect to the limits under Sections 415 and 401(a)(17) of the Code.


Prior to January 1, 1999, this Plan offered certain benefits to participants in the Company' s Employee Retirement Plan whose benefits were affected by the limitations on benefits or contributions imposed by Section 415 and 401(a)(17) of the Code. Effective January 1, 1999, certain of those participants are transferred to the Supplemental Executive Retirement Plan for Employees of The Boeing Company and are no longer eligible for benefits under this Plan based upon their participation in the Company' s Employee Retirement Plan. To the extent any participant eligible for benefits under this Plan based upon his or her participation in the Company' s Employee Retirement Plan was not transferred to the Supplemental Executive Retirement Plan for Employees of The Boeing Company, such participant shall remain eligible to participate in this Plan and to receive such benefits.


Effective January 1, 1999, salaried employees who were not represented by a collective bargaining agent were no longer eligible to participate in the Company' s Financial Security Plan. Accordingly, no participants in the Financial Security Plan were eligible to participate in this Plan as of that date.


Effective March 22, 2003, participants in the Boeing Satellite Systems Voluntary Savings Plan (the " BSS Voluntary Savings Plan" ) became eligible to participate in the Company' s Voluntary Investment Plan. As of that date, any former participant in the BSS Voluntary Savings Plan meeting the requirements described in this Section 2 is eligible for benefits under this Plan based upon his or her participation in the Company' s Voluntary Investment Plan.


Section 3. Plan Benefits .

Except as provided in Section 2, each Participant shall be entitled to benefits under this Plan as follows:

(a)

Employee Retirement Plan . With respect to the Employee Retirement Plan, the benefits under this Plan shall be the difference between the actual benefits of a Participant under the Employee Retirement Plan and the benefits that would have been payable under that plan except for the limitations on benefits imposed by Sections 415 and 401(a)(17) of the Code. The benefits payable under this Plan with respect to the Employee Retirement Plan shall be payable to the Participant or to any other person who is receiving or entitled to receive benefits with respect to the Participant under the Employee Retirement Plan, and shall be paid in the same form, at the same times and for the same period as benefits are paid with respect to the Participant under the Employee Retirement Plan.


2

Notwithstanding the foregoing, if the Actuarial Equivalent of the benefit payable under this Plan with respect to the Employee Retirement Plan is $10,000 or less, the Actuarial Equivalent value of the benefit shall be paid in the form of an automatic lump sum at the same time as benefits begin or are paid under the Employee Retirement Plan. Actuarial Equivalent is defined in the Employee Retirement Plan. This paragraph applies to Participants who retire or begin receiving termination benefits under the Employee Retirement Plan on or after February 1, 1997, and for this purpose the Actuarial Equivalent shall be determined as of the Participant' s Retirement Date under the Employee Retirement Plan. This paragraph shall also apply to Participants who are receiving benefits under this Plan as of February 1, 1997, and for this purpose the Actuarial Equivalent shall be determined with respect to each participant' s remaining benefits payable under this Plan determined as of February 1, 1997.


Effective January 1, 1999, any employee who is eligible to participate in the Supplemental Executive Retirement Plan for Employees of The Boeing Company shall no longer be entitled to any benefit under this Section 3(a). To the extent any such employee is determined to be entitled to a benefit under Section 3(a) of this Plan, such benefit shall be offset by any benefits received under the Supplemental Executive Retirement Plan for Employees of The Boeing Company. Any employee who was a participant in this Plan as of December 31, 1998 and eligible for a benefit under this Section 3(a) shall remain eligible for such benefit unless and until such employee becomes eligible to participate in the Supplemental Executive Retirement Plan for Employees of The Boeing Company.

(b)

Voluntary Investment Plan and Financial Security Plan . With respect to the Voluntary Investment Plan and the Financial Security Plan (the " individual account plans" ), the benefits under this Plan shall be determined separately for each such plan and for each year for which the contributions and other additions to the Account of a Participant are reduced because of Sections 415 and 401(a)(17) of the Code from what they would otherwise have been except for that provision. The benefits under this Plan with respect to a particular year shall be the additional benefit that would have been payable under the individual account plan to which the aforesaid reduction is applicable if the reduction on contributions and other additions had not been made. All amounts deferred under this Plan shall be credited to the Supplemental Benefit Plan accounts of Participants at the time such amounts would otherwise have been credited to their accounts under the individual account plans. A Participant' s account shall be credited as of the first of the month with interest for that month on all amounts in that account during the preceding month. Interest will be computed during each calendar year at the mean between the high and low during the first eleven months of the preceding year of yields on Aa-rated industrial bonds as reported by Moody' s Investors Service, Inc., rounded to the nearest l/4 th of one percent.


3 (1)

Forms of Benefit . Benefits under this Section 3(b) shall be payable to the Participant, or to any person receiving or entitled to receive benefits with respect to the Participant, in the following forms:

(A)

Lump Sum Distribution

The Participant may elect (i) to receive the balance in his or her Account in a lump sum to be paid the first January following the calendar year in which the Participant' s termination of employment occurs, or (ii) to defer any distribution from his or her Account. The amount of such distribution will be based on the value of the Participant' s Account determined as of the date of payment.


A Participant may elect to receive the balance in a lump sum payable the first January following the calendar year in which such request for distribution is received by the Compensation Committee.

(B)

Installment Payment

The Participant may elect to receive the balance in his or her Account in annual installment payments between 1 and 15 years. The amount payable to the Participant each year shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the distribution period, by the balance in the Account on the first January of such year. Payments will begin the first January following the calendar year in which the Participant' s termination of employment occurs and continue until the full balance in the Participant' s Account has been paid.

A Participant may elect to receive the balance in installment payments to begin the first January following the calendar year in which the election was submitted to the Compensation Committee.

Participants who elect installment payments under this section may revoke their election before installment payments begin. Once installment payments begin, Participants may not change this payment option unless the Compensation Committee determines there is a substantial hardship not capable of being alleviated through the use of other resources reasonably available to the Participant.


Payment of benefits under this Plan will begin not later than the first January following the calendar year in which the Participant would have attained age 70 1 / 2 . If a Participant has not made an election under (1) or (2) above, the Participant or any person receiving or entitled to receive benefits with respect to the Participant, shall be deemed to have elected the Installment Payment option for a period of 15 years.


4

Notwithstanding the foregoing, if ...