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UpdateBenefitsInformation

BOEING is a trademark of Boeing Management Company. Copyright © 2009 Boeing. All rights reserved. A86324 42-906

March 2009

Summary of Benefit Plan Changes and ClarificationsEmployees Represented by SPEEA

This Update summarizes the collectively bargained and administrative changes and clarifications that will affect your benefit plans and updates your summary plan descriptions. The effective date of each change is July 1, 2009, unless otherwise noted.

The changes and clarifications in this Update will apply to you if you are an active employee of The Boeing Company (the “Company”) who is represented by the Society of Professional Engineering Employees in Aerospace.

This Update is for your information and is being provided to you as required by Federal law. No action on your part is required.

The changes or clarifications in this Update will apply to the following plans:

n The Boeing Company Employee Health and Welfare Benefit Plan (Plan 503). n The Boeing Company Employee Health Benefit Plan (Plan 626).n The Boeing Company Retiree Health and Welfare Benefit Plan (Plan 502). n The Boeing Company Employee Retirement Plan (Plan 001).n The Boeing Company Voluntary Investment Plan (Plan 002).

Benefit Year ChangeEffective January 1, 2010, the benefit year will be based on the calendar year, January 1 through December 31.

There will be a six-month plan year from July 1, 2009, through December 31, 2009. During that transitional period

n The medical plan out-of-pocket maximum will be half the annual maximum.

n For the medical and dental plans, the deductible will be half the annual deductible amount.

Eligibility ClarificationUnder certain circumstances, you and/or your eligible dependents may enroll in Company-sponsored health care coverage midyear if you or your dependent loses other health care coverage, as described in “Special Enrollment Events” in the 2006 edition of your health care summary plan description. For this purpose, loss of “other health care coverage” does not include coverage through Medicare or Medicaid.

Table of Contents

Benefit Year Change . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Eligibility Clarification . . . . . . . . . . . . . . . . . . . . . . . . . 1

Medical Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Medical Plan Contributions . . . . . . . . . . . . . . . . . . . . 7

Dental Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Short-Term Disability Plan . . . . . . . . . . . . . . . . . . . . . 7

Retiree Medical Coverage . . . . . . . . . . . . . . . . . . . . . 8

Savings and Retirement . . . . . . . . . . . . . . . . . . . . . . . 9

For More Information . . . . . . . . . . . . . . . . . . . . . . . . . 9

Plan Amendment Information . . . . . . . . . . . . . . . . . . 9

Benefits Information (continued)

Copyright © 2009 Boeing. A86324 42-906 2

Medical Plans

Medical Plan ChoicesMedical plan choices will be as follows:

Washingtonn Traditional Medical Plann Select Network EPOn Group Health HMOn Aetna PPO+Account with a Health Savings Account (effective January 1, 2010)

Oregonn Traditional Medical Plann Kaiser Permanente HMO (formerly Kaiser Permanente CCP)n Selections Plus CCPn Aetna PPO+Account with a Health Savings Account (effective January 1, 2010)

Utahn Traditional Medical Plann SelectHealth HMOn Aetna PPO+Account with a Health Savings Account (effective January 1, 2010)

Other Locationsn Traditional Medical Plann Kaiser Permanente HMO (California)n Aetna PPO+Account with a Health Savings Account

Traditional Medical PlanAnnual DeductibleThe annual deductible (network and nonnetwork combined) will be the greater of $225 or 0.225 percent of base annual salary per individual ($675 or 0.675 percent of base annual salary per family of three or more).

Lifetime Maximum BenefitThe lifetime maximum benefit will be $2 million per individual.

Mental Health Treatmentn Network coinsurance for outpatient services will be 100 percent.n Nonnetwork coinsurance for inpatient services will be 60 percent. The nonnetwork 20-day annual limit on

inpatient services will be eliminated.n Nonnetwork coinsurance for outpatient services will be 60 percent. The nonnetwork 20-visit annual limit on

outpatient services will be eliminated.

Hearing AidsThe hearing aid benefit will be $800 per ear.

Neurodevelopmental TherapyThe neurodevelopmental therapy benefit maximum will be $1,500 each benefit year.



Prescription Drug ProgramRetail pharmacy drug purchases will be covered as follows:

n The deductible no longer will apply to retail prescription drug purchases. At a participating pharmacy, the employee will be required to pay only his or her portion of the prescription cost at the time of purchase.

n 90 percent generic ($5 minimum; $25 maximum). n 80 percent brand-name formulary ($15 minimum; $75 maximum). n 70 percent brand-name nonformulary ($30 minimum; no maximum). n 34-day supply.

Preventive Care and Routine PhysicalsFor network preventive care services and supplies, benefits will be paid as follows:n Routine physical examinations for employees, spouses, and children age two and older:

– 100 percent (annual deductible does not apply) up to $500 each year per covered person, including related office visits, X-ray, and laboratory charges as well as childhood and adult immunizations and vaccines, excluding travel vaccines, as recommended by the U.S. Preventive Services Task Force (USPSTF) guidelines, including the applicable catch-up immunizations for children ages 2 to 18 years as recommended by the USPSTF. The annual deductible and network coinsurance will apply after the $500 maximum has been met.

– Limited to one examination per child every benefit year age 2 through age 18.

– Limited to one examination per person every three benefit years for age 19 through age 34, then one examination per person every benefit year.

n Routine physical examinations for children to age two:

– 100% (annual deductible does not apply).

– Limited to eight examinations from birth to age two.

– Includes immunizations and vaccines, excluding travel vaccines, as recommended by the USPSTF guidelines and the physician, including the catch-up immunization schedule for children age four months to two years as recommended by the USPSTF guidelines.

n Routine Pap tests, mammograms, prostate screenings, and colorectal screenings (including colonoscopies) covered at 100 percent (annual deductible does not apply) as recommended by the physician.

Substance Abuse TreatmentNonnetwork coinsurance for substance abuse treatment will be 60 percent.

Routine Vision CareThe frame allowance will be $90; the contact lens allowance will be $120.

Wigs (new benefit)Wigs (and hair prostheses) will be covered at 80 percent coinsurance, after the annual deductible, up to $500 per year for hair loss resulting from chemotherapy or radiation therapy.

Aetna PPO+AccountEffective January 1, 2010, the Aetna PPO+Account with a Health Savings Account (HSA) will be introduced. The PPO+Account medical plan is a high-deductible health plan. This means it meets Federal requirements that allow the plan to offer an HSA. If you enroll in PPO+Account medical coverage, you may be eligible to set up an HSA through Aetna. Under the PPO+Account you may see any physician you choose. However, your out-of-pocket costs will be lower when you see a network provider for services covered by this plan.



Aetna Health Savings AccountIf you enroll in the PPO+Account medical plan, you will have the opportunity to set up a special tax-advantaged bank account, the Aetna Health Savings Account (HSA), for paying health care services.

The Company has contracted with service representatives to sponsor and administer your HSA. Service representatives answer questions, process transactions, maintain accounts, provide account information, and perform other account services. The current service representatives are as follows:

Current HSA Service Representative HSA Transactions Are Processed by

Aetna/JPMorgan Chase JPMorgan Chase

The Company reserves the right to change a service representative at any time. If this happens, you will be notified in writing.

Aetna HSA HighlightsBoeing will make contributions to your account each pay period. You can choose to make your own additional contributions through payroll deductions. Contributions will not be subject to Federal income tax, but if you live in certain states, including California, they will be subject to state tax.

Money in your account earns interest free from Federal tax and is not taxed when withdrawn to pay for qualified health care expenses. However, if you live in certain states, including California, they will be subject to state tax.

If you do not use the money in one year to pay medical expenses, the balance rolls into the next year to use for future medical expenses—even after you retire. There is no limit on how much you can accumulate in your account.

You own the money in your Aetna HSA and choose how to spend or save the funds. If you leave Boeing, the funds are yours to take with you.

Contributing to Your Aetna HSAThe amount Boeing will contribute to your account is based on the coverage level you elect. The contributions will be equally divided among your paychecks for the year.

You can make your own optional contributions to your Aetna HSA through payroll deductions. The amount you can contribute is subject to Federal limits. You can change your contribution amount at any time during the year, for any reason. Even if you decide not to contribute, you still will receive Boeing’s contribution.

2010 Annual HSA Contributions

Your coverage level: Boeing contributes:You can

contribute up to:

Total maximum contributions (from

Boeing and you):

Employee only $1,000 $2,000* $3,000**

Employee + spouse or child(ren) $1,750 $4,200* $5,950**

Employee + spouse and child(ren) $2,500 $3,450* $5,950**

* If you are age 55 or older (or will turn 55 in 2010), you can contribute up to an additional $1,000 as a “catch-up” contribution in 2010.

** Contributions are subject to Federal limits and are adjusted annually. The contribution limits shown here are for 2009; 2010 limits are not known at this time but will apply to the Aetna HSA on January 1, 2010.



The amount that Boeing will contribute to your HSA in 2011, 2012, and 2013 is shown below.

2011–2013 Boeing Annual HSA Contributions

Your coverage level: Boeing contributes:

Employee only $700

Employee + spouse or child(ren) $1,250

Employee + spouse and child(ren) $1,750

Withdrawals and Tax ImplicationsIf you withdraw money to pay qualified health care expenses, there is no Federal or state tax in any state. Money withdrawn from an HSA for anything other than qualified medical expenses generally is taxable under Federal law as ordinary income and is subject to a 10 percent tax penalty. The additional 10 percent tax does not apply if the withdrawal is made after your death, disability, or reaching age 65.

Important HSA InformationThe Aetna HSA is not subject to ERISA (the PPO+Account medical coverage is subject to ERISA).Because Boeing does not sponsor or endorse the Aetna HSA, there are some differences between it and medical plans sponsored by Boeing:n Your Aetna HSA will not offer COBRA continuation rights (unlike the PPO medical coverage, which may be

continued through COBRA). However, the HSA is your account and it is portable, which means you can maintain it with Aetna after you leave Boeing, or you can move it to another qualified HSA. You also can continue making contributions to your HSA after you leave Boeing, provided you are enrolled in a high-deductible health plan and meet all other contribution requirements.

n Aetna sponsors and administers the HSA; neither Boeing nor the Employee Benefit Plans Committee will have any involvement in HSA administration or claim issues.

n Please keep in mind the HSA is your personal account with Aetna. As a result, Boeing cannot sponsor or endorse it.

Prescription Drug Provisions—Traditional PPO Pharmacy ManagementCertain dosages, quantities, and medications require preapproval by the service representative. Specific drugs are reviewed by the service representative at the point of sale to determine if the prescription is covered by the plan, clinically appropriate, and consistent with usage guidelines.

The service representative applies standards based on FDA-approved labeling and clinical guidelines. The service representative will seek to ensure that the patient receives the most appropriate prescription for the condition by reviewing

n Possible interactions with other current prescriptions.n Cost-effectiveness.n Whether the prescription is age appropriate.n Whether the dosage and quantity are appropriate.

In certain situations, it may be more clinically appropriate to take a stronger dose once a day than to take a lower dose twice a day. If this opportunity exists, the service representative may ask the physician to approve the changes to dosage and strength before authorizing payment with the pharmacist.

Should a drug require preapproval, your physician will be required to furnish the service representative with clinical information. You, the pharmacy, or the physician may initiate the request for this review by calling the service representative.



Generic Incentive ProgramTo encourage the use of generic drugs, if a brand-name drug is purchased when a chemically equivalent generic is available (for both retail pharmacy and mail order)—whether you or your physician requests the brand-name drug—you will pay the generic coinsurance/copayment plus the cost difference between the brand-name drug and generic drug.

If for any reason your physician believes that you must use a brand-name drug, he or she can ask for a coverage review by calling the service representative. The service representative will request information from your physician and review it to determine if your need for the brand-name drug meets the conditions to qualify for coverage. If coverage is approved, you will be charged the brand coinsurance/copayment for the brand-name drug. If coverage is not approved, coverage will be provided according to the generic incentive program.

Specialty Care PharmacySpecialty medications are typically injectable medications administered by you or a health care professional, and they often require special handling. Newly prescribed medications may be purchased at any participating retail pharmacy up to two times. After that, the plan will cover these prescriptions only if they are purchased through the service representative’s specialty care pharmacy.

The specialty care pharmacy program will not apply to medications ordered and billed through a physician’s office.

EPO, CCP, and HMO PlansAll EPO, CCP, and HMO PlansThe lifetime maximum benefit will be $2 million per individual.

Select Network EPOn The $2,000 ambulance annual maximum will be eliminated.n The 130-visit annual limit for home health care will be eliminated.n For mental health treatment, the inpatient 30-day and outpatient 30-visit annual limits will be eliminated.n Routine vision care allowances will be as follows:

– $90 for frames.

– $120 for contact lenses.n For substance abuse treatment, detoxification and outpatient rehabilitation will be covered at a lifetime

maximum of two courses of treatment, up to $7,500 per course of treatment.n Therapies will be revised as follows:

– The neurodevelopmental therapy benefit maximum will be $1,500 each benefit year.

– The $1,000 outpatient maximum per year and $30,000 inpatient maximum per condition no longer will apply to occupational, physical, and speech therapies.

n For transplants, the $200,000 lifetime maximum and $25,000 donor procurement limit will be eliminated.

Selections Plus CCPn Mental health treatment will be revised as follows:

– For inpatient treatment, the network and nonnetwork 30-day annual limits will be eliminated; nonnetwork inpatient coinsurance will be 60 percent.

– For outpatient treatment, the network and nonnetwork 30-visit annual limits will be eliminated; nonnetwork outpatient coinsurance will be 60 percent.



n Substance abuse treatment will be revised as follows:

– Nonnetwork inpatient and outpatient coinsurance will be 60 percent.

– Inpatient and outpatient combined maximum will be two courses of treatment per lifetime, $7,500 per course of treatment, network and nonnetwork combined.

n Routine vision care allowances will be as follows:

– $90 for frames.

– $120 for contact lenses.

Kaiser Permanente HMO (California)The emergency room copayment will be $50.

Medical Plan ContributionsA no-contribution medical plan option will be offered in each area for the duration of the collective bargaining agreement as follows:

n Washington—Traditional Medical Plan.n Oregon—Kaiser Permanente HMO.n California—Kaiser Permanente HMO.n Utah—SelectHealth HMO.n All other locations—Traditional Medical Plan.

In addition, the PPO+Account will be offered as a no-contribution plan in all areas as of January 1, 2010.

Medical plans not specified above will continue to require an employee contribution of 12 percent.

Your contribution amount is governed by your collective bargaining agreement. For additional information regarding your contributions, please refer to your contract/collective bargaining agreement.

Dental Plans

Preferred Dental Plan ChangesThe Preferred Dental Plan will be revised as follows:

n Two additional cleanings will be allowed per benefit year if periodontal disease is present.n Examinations by a specialist will be covered (if the specialty is recognized by the American Dental

Association and if the patient is not receiving treatment from the specialist), up to three times in a six-month period.

Short-Term Disability Plan

How Your Benefit Changes if Your Salary ChangesIf you are actively at work and your weekly salary either increases or decreases, your short-term disability benefit amount will change automatically on the first day of the month after or coinciding with the date of the change in your salary.

When an Injury or Illness Is Caused by the Negligence of AnotherIn some situations, you or a covered dependent may be eligible to receive, as a result of an accident or illness, disability benefits from an automobile insurance policy, homeowner’s insurance policy or other type of insurance policy, or from a responsible third party. In these cases, this plan will pay benefits if the covered person agrees to cooperate with the service representative in administering the plan’s subrogation rights.



If a person covered by this plan is injured by another party who is legally liable for the medical or dental bills or disability income, he or she may request this plan to pay its regular benefit on his or her behalf. In exchange, the covered person agrees to

n Complete a claim and submit all bills related to the injury or illness to the responsible party or insurer.n Complete and submit all of the necessary information requested by the service representative.n Reimburse the plan if he or she recovers payment from the responsible party or any other source.n Cooperate with the service representative’s efforts to recover from the third party any amounts this plan

pays in benefits related to the injury or illness, including any lawsuit brought against the responsible party or insurer.

This provision applies whenever you or a covered dependent is entitled to or receives benefits under this plan and is also entitled to or receives compensation or any other funds from another party in connection with that same disability or medical condition, whether by insurance, litigation, settlement, or otherwise. The plan is entitled to such funds to the extent of plan benefits paid to or on behalf of the individual, whether or not the individual has been “made whole,” and without regard to any common fund doctrine. This plan may recover such funds by constructive trust, equitable lien, right of subrogation, reimbursement, or any other equitable or legal remedy.

If an individual fails, refuses, or neglects to reimburse the plan or otherwise comply with the requirements of this provision, or if payments are made under the plan based on fraudulent information or otherwise in excess of the amount necessary to satisfy the provisions of the plan, then, in addition to all other remedies and rights of recovery that the plan may have, the plan has the right to terminate or suspend benefit payments and/or recover the reimbursement due to the plan by withholding, offsetting, and recovering such amount out of any future plan benefits or amounts otherwise due from the plan to or with respect to such individual. The plan also has the right in any proceeding at law or equity to assert a constructive trust, equitable lien, or any other equitable or legal remedy or recovery, against any and all persons who have assets that the plan can claim rights to. The plan has the right of first recovery from any judgment, settlement or other payment, regardless of whether the individual has been “made whole,” and without regard to any common fund doctrine.

Life Insurance Plan

How Your Benefit Changes if Your Salary ChangesIf you are actively at work and your annual salary either increases or decreases, your life insurance benefit amount will change automatically on the first day of the month after or coinciding with the date of the change in your salary.

Retiree Medical Coverage

EligibilityTechnical Unit EmployeesIf you are an employee working in the Company’s plants located in Weber and Davis counties, Utah, and were not eligible for Company-subsidized retiree medical coverage before becoming represented by SPEEA, you are not eligible for retiree medical coverage. This applies even if you were hired before January 1, 2007.

Dependent EligibilityThe definition of covered dependents will be expanded to include eligible same-gender domestic partners and their eligible children.



Savings and Retirement

Voluntary Investment PlanEffective January 1, 2009, employees may contribute from 1 percent to 25 percent of base pay on a pretax, after-tax, or combination of pretax and after-tax basis, in 1 percent increments.

The Boeing Company Employee Retirement PlanFor retirements from the active payroll with a benefit commencement date on or after

n January 1, 2009, the retirement accrued benefit will be $81 for each year of benefit service.n January 1, 2012, the retirement accrued benefit will be $83 for each year of benefit service.

For More InformationContact the Boeing service centers through Boeing TotalAccess.

n On the Boeing Web: Log on to https://my.boeing.com and click the TotalAccess tab.n On the World Wide Web: Log on to www.boeing.com/express using your BEMS ID number (or Social

Security number) and your Boeing TotalAccess password.n By telephone: Call 1-866-473-2016. TTY/TDD services are available at 1-800-755-6363. You must have

your BEMS ID number (or Social Security number) and your Boeing TotalAccess password. Customer service hours vary by service center; representatives generally are available during regular business hours.

Plan Amendment InformationThis Update is a summary of material modifications to your summary plan descriptions for the following Company benefit plans:

n The Boeing Company Employee Health and Welfare Benefit Plan (Plan 503).n The Boeing Company Retiree Health and Welfare Benefit Plan (Plan 502). n The Boeing Company Employee Health Benefit Plan (Plan 626).n The Boeing Company Employee Retirement Plan (Plan 001).n The Boeing Company Voluntary Investment Plan (Plan 002).

This document is provided to you in accordance with the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Every effort has been made to provide accurate information in this Update. In the event of a conflict between this Update and The Boeing Company Master Welfare Plan document and/or the Plan documents listed above, the terms of The Boeing Company Master Welfare Plan document and/or the Plan documents listed above will control. Copies of the summary plan descriptions may be obtained by contacting the Boeing service centers through Boeing TotalAccess.

Although the Company fully intends to continue the Plans described here, the Company reserves the right to change, modify, amend, or terminate them at any time and for any reason for employees, former employees, retirees, and their dependents and/or beneficiaries.

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