SWAIN DAVID O 4

4 · BOEING CO · Filed Jan 23, 2004

Form 4

Period: 2004-01-21

Exec.VP and CTO

Transactions

Exercise/Conversion
2003 Performance Shares
2004-01-21−9,956.06→ 56,417.69 total
Exercise: $0.00Exp: 2008-02-23→ Common (9,956.06 underlying)
Exercise/Conversion
Deferred Compensation Units
2004-01-21+9,956.06→ 91,748.43 total(indirect: Deferred Compensation Stock Program)
Exercise: $0.00→ Common (9,956.06 underlying)
Award
Deferred Compensation Units
2004-01-21+2,502.79→ 94,251.22 total(indirect: Deferred Compensation Stock Program)
Exercise: $0.00→ Common (2,502.79 underlying)

Footnotes (3)

[F1]2003 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $42.38, 30% at $45.41, 45% at $48.43, 60% at $51.46, 75% at $54.49, 90% at $57.51, 100% at $60.54, 110% at $63.57, 120% at $66.59, and 125% at $68.11.
[F2]Phantom stock units are convertible into common stock on a 1-for-1 basis.
[F3]Phantom stock units acquired by reporting person pursuant to the Company's Deferred Compensation Plan. Units are payable in stock or cash following termination for retirement, death, disability or layoff. Company match contributions are forfeited upon termination for any reason other than retirement, death, disability or layoff.

Documents

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