Supplemental Benefit Plan For Employees

Exhibit 10.3

SUPPLEMENTAL BENEFIT PLAN

FOR EMPLOYEES OF THE BOEING COMPANY

AS AMENDED AND RESTATED

EFFECTIVE January 1, 2008

TABLE OF CONTENTS


ARTICLE I Introduction 1

ARTICLE II Definitions 2

2.1

Account 2

2.2

Affiliate or Subsidiary 2

2.3

Authorized Period of Absence 2

2.4

Base Salary 2

2.5

Beneficiary 2

2.6

BCERP 2

2.7

Board of Directors 2

2.8

Code 3

2.9

Committee 3

2.10

Company 3

2.11

Compensation 3

2.12

Deferrals 3

2.13

Deferral Election 3

2.14

Disability 3

2.15

Earnings Credit 3

2.16

Eligible Employee 3

2.17

Employee 4

2.18

FSP 4

2.19

Matching Credit 4

2.20

Participant 4

2.21

Plan 4

2.22

Plan Year 4

2.23

SERP 4

2.24

Separation from Service 4

2.25

Specified Employee 5

2.26

Unforeseeable Emergency 5

2.27

VIP 5

ARTICLE III Eligibility and Participation 6

3.1

Eligibility 6

3.2

Participation 7

ARTICLE IV Plan Benefits 8

4.1

Deferral Elections 8

4.2

Participant Accounts 9

4.3

Vesting 11

4.4

Cancellation of Deferral Election Due to Unforeseeable Emergency 11

ARTICLE V Distributions 12

5.1

Form and Timing of Distribution 12

5.2

Death Benefits 15

5.3

Rehires 15

ARTICLE VI Administration 18


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6.1

Plan Administration 18

6.2

Claims Procedure 18

ARTICLE VII Amendment and Termination 19

ARTICLE VIII Miscellaneous 20

8.1

No Employment Rights 20

8.2

Anti-Assignment 20

8.3

Unfunded Status of Plan 20

8.4

Delays in Payment 20

8.5

Involuntary Inclusion in Income 20

8.6

Compliance With Code Section 409A 21

8.7

Construction 21

8.8

Legal Action 21

APPENDIX A Boeing Satellite Systems Salaried Employees' Excess Benefit Plan 22

APPENDIX B Plan Provisions Prior To January 1, 1999 30

B1.1

Eligibility and Benefits for BCERP Participants 30

B1.2

Eligibility and Benefits for FSP Participants 31


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ARTICLE I

Introduction

The Supplemental Benefit Plan for Employees of The Boeing Company (Plan) was originally established effective January 1, 1978 by The Boeing Company. The Plan is hereby amended and restated effective January 1, 2008 to comply with section 409A of the Internal Revenue Code of 1986, as amended (Code). The purpose of the Plan is to supplement the benefits of certain employees under The Boeing Company Voluntary Investment Plan, to the extent that these qualified plan benefits are limited by sections 415 and 401(a)(17) of the Code.

For periods prior to January 1, 1999, the Plan also supplemented participants' benefits under The Boeing Company Employee Retirement Plan and The Boeing Company Employee Financial Security Plan, to the extent these benefits were limited by sections 415 and 401(a)(17) of the Code. For the period January 1, 1987 through May 31, 1987, the Plan also supplemented benefits reduced by the limitation on Elective Deferrals imposed by section 402(g)(1) 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. To the extent any part of the Plan is not an excess benefit plan, it is intended that the Plan is an unfunded plan 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.

ARTICLE II

Definitions

2.1 Account

" Account" means the recordkeeping account established for each Participant in the Plan, for purposes of accounting for Deferrals, Matching Credits and Earnings Credits.

2.2 Affiliate or Subsidiary

" Affiliate or Subsidiary" means a member of a controlled group of corporations (as defined in Code section 1563(a), determined without regard to Code sections 1563(a)(4) and (e)(3)(c)), a group of trades or businesses (whether incorporated or not) which are under common control within the meaning of Code section 414(c), or an affiliated service group (as defined in Code sections 414(m) or 414(o)) of which The Boeing Company is a part. 2.3 Authorized Period of Absence

" Authorized Period of Absence" means a leave of absence approved by the Company.

2.4 Base Salary

" Base Salary" means an Employee' s annual base rate of pay from the Company.

2.5 Beneficiary

" Beneficiary" generally means the person or persons designated by a Participant under the VIP to receive any benefit payable from the VIP upon the death of the Participant. If no designation is filed under the VIP, or if the designated beneficiary does not survive the Participant, the default rules stated in the VIP will apply.

2.6 BCERP

" BCERP" means The Boeing Company Employee Retirement Plan.

2.7 Board of Directors

" Board of Directors" means the board of directors of The Boeing Company.


2 2.8 Code

" Code" means the Internal Revenue Code of 1986, as amended.

2.9 Committee

" Committee" means the Employee Benefit Plans Committee.

2.10 Company

" Company" means The Boeing Company, its successors in interest, and its Affiliates and Subsidiaries.

2.11 Compensation

" Compensation" means a Participant' s Compensation as defined under the VIP, but determined without regard to the limitation on Compensation under Code section 401(a)(17). In no event will Compensation include payments under any incentive compensation plan, without regard to whether it is included in compensation under the VIP.

2.12 Deferrals

" Deferrals" means the portion of a Participant' s Compensation, if any, that he or she elects to defer on a pre-tax basis under this Plan in accordance with Section 4.1.

2.13 Deferral Election

" Deferral Election" means the election made by an Eligible Employee to defer a portion of his or her Compensation in accordance with Section 4.1.

2.14 Disability

" Disability" means a physical or mental impairment as defined under Code section 409A.

2.15 Earnings Credit

" Earnings Credit" means the adjustment to a Participant' s Account under Section 4.2(B).

2.16 Eligible Employee

" Eligible Employee" means, with respect to any Plan Year, an Employee of the Company who has satisfied the requirements of Article III.


3 2.17 Employee

" Employee" means any person who is employed as a common law employee by any member of the Company.

2.18 FSP

" FSP" means The Boeing Company Employee Financial Security Plan.

2.19 Matching Credit

" Matching Credit" means the amount credited to a Participant' s Account under Section 4.2(A).

2.20 Participant

" Participant" means an Eligible Employee who has elected to defer Compensation under the Plan in accordance with Article IV, or an Employee or former Employee who has amounts credited to his or her Account. 2.21 Plan

" Plan" means this Supplemental Benefit Plan for Employees of The Boeing Company as herein set forth, together with any amendments that may be adopted.

2.22 Plan Year

" Plan Year" means the calendar year.

2.23 SERP

" SERP" means the Supplemental Executive Retirement Plan for Employees of The Boeing Company.

2.24 Separation from Service

" Separation from Service" or " Separates from Service" means an Employee' s death, retirement or termination of employment from the Company within the meaning of Code section 409A. For purposes of determining whether a Separation from Service has occurred, Affiliates and Subsidiaries are defined by using the language " at least 80 percent" to define the controlled group under Code section 1563(a) in lieu of the 50 percent default rule stated in Treasury Regulation section 1.409A-1(h)(3).


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A Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by an Employee, to less than 50 percent of the average level of services performed by the Employee during the immediately preceding 36-month period. 2.25 Specified Employee

" Specified Employee" means an Employee who is a " specified employee" within the meaning of Code section 409A. Specified Employee status is determined on the last day of the prior Plan Year, to take effect as of April 1 of the Plan Year for a 12-month period. Notwithstanding the foregoing, Specified Employees shall be determined by including the employees whom the Company reasonably determines to be the 75 top-paid officers of the Company rather than the 50 top-paid officers as provided under Code section 416(i)(1)(A), to the extent permitted under Code section 409A.

2.26 Unforeseeable Emergency

" Unforeseeable Emergency" means " unforeseeable emergency" within the meaning of Code section 409A, as determined by the Committee.

2.27 VIP

" VIP" means The Boeing Company Voluntary Investment Plan.


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ARTICLE III

Eligibility and Participation

3.1 Eligibility

An Employee is eligible to participate in the Plan for a Plan Year if he or she satisfies each of the conditions described in (A)-(C) below:

(A) The Employee is eligible to participate in the VIP during the Plan Year.

(B) The Employee is, during the Plan Year, a salaried Employee of the Company who is not represented by a collective bargaining agent (or represented by a collective bargaining agent where the terms of the collective bargaining agreement covering such Employee specifically provide for coverage under the Plan).


(C)

As of October 1 st of the prior Plan Year, the Employee' s Base Salary for the prior Plan Year equaled or exceeded the amount calculated as follows (rounded down to the nearest $1,000 increment): The dollar limit imposed by section 415(c) of the Code for the prior Plan Year, divided by the percentage equal to the sum of (i), (ii) and (iii), as applicable.


(i)

The maximum percentage that an Employee can elect to contribute on a pre-tax or after-tax basis under the VIP, for the prior Plan Year (or such other rate approved by the Committee by October 1 st to take effect under the VIP as of the following January).


(ii)

The maximum percentage that an Employee can receive as an Employer Matching Contribution under the VIP, for the prior Plan Year (or such other rate approved by the Committee by October 1 st to take effect under the VIP as of the following January).

(iii) Solely with regard to an Employee who actively participates in the Boeing Satellite Systems Retirement Plan (" BSS Plan" ), the percentage of Participant Contributions made under Exhibit A of the BSS Plan, for the prior Plan Year.

Example: Assume that the Code section 415(c) limit is $45,000 for the current Plan Year, the maximum VIP employee contribution is 20% of compensation, and the maximum VIP employer matching contribution is 6% (75% of up to 8% of compensation), for the current Plan Year. To be eligible to participate in this Plan during the following Plan Year, the Employee' s Base Salary as of October 1 st must be at least $173,000 ($45,000/(20% + 6%) = $45,000/.26). If the Employee actively participates in the BSS Plan, which requires a 3% employee contribution, his or her Base Salary as of October 1 st must be at least $155,000 ($45,000/(20% + 6% + 3%) = $45,000/.29).


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Effective March 22, 2003, participants in the Boeing Satellite Systems Voluntary Savings Plan (the " BSS Voluntary Savings Plan" ) became eligible to participate in the VIP. Consequently, a former participant in the BSS Voluntary Savings Plan who met the eligibility requirements of this Plan as of March 22, 2003 became eligible for benefits under this Plan based upon his or her participation in the VIP.

3.2 Participation

An Eligible Employee will become a Participant when he or she elects to defer Compensation by filing a timely Deferral Election in accordance with Article IV below.


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ARTICLE IV

Plan Benefits

Each Participant shall be entitled to benefits under this Plan as follows: 4.1 Deferral Elections

An Eligible Employee may elect to defer a percentage of his or her Compensation otherwise payable by the Company for a Plan Year by executing and delivering a Deferral Election, as described further below. This percentage is limited to the maximum percentage described in Section 3.1(C)(i), as applicable to the Eligible Employee. A new Deferral Election must be executed with respect to each Plan Year.

Deferrals will be made from the Participant' s Compensation only to the extent that either: (i) Compensation for the applicable Plan Year exceeds the limitation under Code section 401(a)(17), as indexed, or (ii) the Participant' s annual additions under the VIP for the applicable Plan Year reach the dollar limitation of Code section 415(c), as indexed.

Deferred Compensation will be credited to the Participant' s Account on the date the Compensation would otherwise be payable, or as soon thereafter as administratively feasible. (A) Deferral Election

A Participant' s Deferral Election must be executed and delivered to the Company in accordance with rules established by the Committee.

(B) Timing of Elections

In general, the Deferral Election must be filed during the election period established by the Committee. This election will become irrevocable as of the end of the election period, but in no event later than December 31 of the Plan Year in which the election is made. Each election will apply solely to the Compensation payable in the succeeding Plan Year. Participants must execute a new Deferral Election to defer Compensation payable in each succeeding Plan Year. Deferral Elections generally may not be modified during the Plan Year. Likewise, an Employee eligible for this Plan remains subject to restrictions on mid-year contribution election changes under the VIP, in accordance with the terms of the VIP.


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See Section 4.4 for a limited exception to the general rule on the irrevocability of Deferral Elections, in the event of Unforeseeable Emergency.

(C) No Mid-Year Elections

An Employee who becomes an Eligible Employee during the Plan Year (as a new hire, rehire or due to raise or promotion) will not be eligible to participate during such Plan Year.

4.2 Participant Accounts

The Committee will establish and maintain an Account for each Participant. The Account will be credited with Deferrals, as well as Matching Credits and Earnings Credits as described below. The Account will be reduced as payments are made. (A) Matching Credits

A Participant who defers Compensation for a Plan Year will be credited with a Matching Credit from the Company. This Matching Credit will equal a percentage of the Participant' s Deferrals for the Plan Year, subject to a limit on the Participant' s Compensation from which Deferrals are made under this Plan for the Plan Year. The relevant net percentage will be limited to the maximum rate described in Section 3.1(C)(ii), as applicable to each Participant. Matching Credits will be credited to the Participant' s Account on the date that the underlying Deferral is credited to the Participant' s Account.

(B) Earnings Credit Methods

For periods prior to January 1, 2009, a Participant' s Account will be credited with earnings under the Interest Fund Method described in (i) below.

For periods on or after January 1, 2009, a Participant' s Account will be credited, at the Participant' s election, with earnings under either: (i) the Interest Fund Method, or (ii) the Other Investment Funds method, each as described below. In the absence of an election the Interest Fund method will be used.

(i) Interest Fund Method

Under the Interest Fund Method for periods prior to January 1, 2009, a Participant' s Account will be adjusted each month in accordance with changes in the unit value of the Account to reflect interest, as of the first business day of that month. Interest will be calculated based on the value of the Account as of the last day of the preceding month.


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For periods on or after January 1, 2009, a Participant' s Account will be adjusted daily in accordance with changes in the unit value of the Account to reflect interest, based on the Participant' s Account balance. Interest will be calculated for each Plan Year as the mean between the high and low (during the first eleven months of the preceding Plan Year) of yields on AA-rated industrial bonds as reported by Moody' s Investors Service, Inc., rounded to the nearest 1 / 4 th of one percent. The Company will notify Participants annually of the established interest rate.

(ii) Other Investment Funds Method

For periods on or after January 1, 2009, in addition to the Interest Fund method of allocating earnings on Deferrals and Matching Credits, a Participant may choose to diversify his or her Account by electing that it be credited (or charged) with the expenses, income, gains and losses on investment funds similar to those offered under The Boeing Company Voluntary Investment Plan (excluding the Boeing Stock Fund and Stable Value Fund offered thereunder) as designated by the Committee from time to time, pursuant to an election by the Participant to have the Participant' s Account credited as though the Participant had elected to invest in such funds in such increments as the Participant will direct in accordance with rules to be established by the Committee or its delegates; provided that the Committee may disregard such elections in its discretion.

(C) Investment Election Changes and Restrictions

For periods on or after January 1, 2009, a Participant may change how future Deferrals and Matching Credits are invested anytime during the Plan Year. The Participant may also transfer any portion of his or her Account from one fund to another on a daily basis, provided that a Participant may not transfer funds from one investment fund to another and back on the same day.

(D) Heritage BSS Benefit

For Heritage BSS Participants, the benefits under this Plan shall also include any account as of April 3, 2003 under the BSS Excess Plan, as adjusted after April 3, 2003 for earnings, losses and expenses. As of April 4, 2003, all accounts of Heritage BSS Participants under the BSS Excess Plan were transferred to this Plan.


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For purposes of this subsection (D), " Heritage BSS Participant" means any Participant in this Plan having a prior benefit under the BSS Excess Plan based on his or her participation in the BSS Voluntary Savings Plan.

4.3 Vesting

A Participant' s interest in his or her Accounts generally will be 100% vested at all times.

A Particip ...