SUPPLEMENTAL BENEFIT PLAN FOR EMPLOYEES OF THE BOEING COMPANY AS AMENDED AND RESTATED

Exhibit 4.1

SUPPLEMENTAL BENEFIT PLAN

FOR EMPLOYEES OF

THE BOEING COMPANY

AS AMENDED AND RESTATED

EFFECTIVE January 1, 2009

Revised December 2008

TABLE OF CONTENTS

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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 was amended and restated effective January 1, 2008 to comply with section 409A of the Internal Revenue Code of 1986, as amended (Code). The Plan was subsequently amended and restated as of January 1, 2009 for the purpose of expanding the Restoration Benefit, and for the purpose of adding an Executive Company Contribution and a DC SERP benefit.

The Plan provides three separate benefits: (i) the Restoration Benefit, (ii) the Executive Company Contribution, and (iii) the DC SERP Benefit. The purpose of the Restoration Benefit is to restore 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. The purpose of the Executive Company Contribution is to provide an additional contribution to this Plan, equal to a percentage of the annual incentive plan payments for a select group of management or highly compensated employees who are hired or rehired on or after January 1, 2009, in lieu of a portion of the Company Contribution under the VIP. The purpose of the DC SERP Benefit is to provide a supplemental retirement benefit for a select group of management or highly compensated employees at level E-1 through E-3 who are hired or rehired on or after January 1, 2009.

For periods prior to January 1, 1999, the Plan also restored 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 restored 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.

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ARTICLE II

Definitions

"Account" means the recordkeeping account established for each Participant in the Plan, for purposes of accounting for Restoration Benefits (Deferral Contributions, Company Matching Contributions, and SBP Company Contributions), Executive Company Contributions, DC SERP Benefits, and the Earnings Credits thereon.

"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.

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

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

"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.

"BCERP" means The Boeing Company Employee Retirement Plan.

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

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

"Committee" means the Employee Benefit Plans Committee.

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

"Company Matching Contribution" means the amount credited to a Participant’s Account under Section 3.4.

"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.

"DC SERP Benefit" means the benefit provided under Article V, and Earnings Credits thereon.

"Deferral Contribution" 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 3.3.

"Deferral Election" means the election made by an Eligible Employee to defer a portion of his or her Compensation in accordance with Section 3.3.

"Deferred Compensation Plan" means the Deferred Compensation Plan for Employees of The Boeing Company.

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"Earnings Credits" means the adjustment to a Participant’s Account under Section 7.2.

"Eligible Employee" means, with respect to any Plan Year, an Employee of the Company who has satisfied the requirements of one or more of the following: Section 3.1 with regard to the Restoration Benefit, Section 4.1 with regard to the Executive Company Contribution, or Section 5.1 with regard to the DC SERP Benefit.

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

"Executive Company Contribution" means the benefit provided under Article IV.

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

"Incentive Compensation" means the amount payable to the Participant under The Boeing Company Elected Officer Annual Incentive Plan or the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries. Incentive Compensation will be counted solely to the extent attributable to performance periods beginning on or after January 1, 2009.

Incentive Compensation deferred by the Participant under the Deferred Compensation Plan will be deemed to have been paid as if those amounts had not been deferred, for purposes of this Plan.

"Layoff Period" means the period beginning on the date a Participant is laid off from employment with the Company and ending on the sixth anniversary of such layoff.

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"Participant" means an Eligible Employee who has elected to defer Compensation or receive SBP Company Contributions under the Plan in accordance with Article III, who is eligible to receive an Executive Company Contribution under Article IV, who is eligible to accrue benefits under the DC SERP under Article V, or an Employee or former Employee who has amounts credited to his or her Account.

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

"Plan Year" means the calendar year.

"PVP" means the Pension Value Plan for Employees of The Boeing Company.

"Restoration Benefit" means the benefit provided under Article III, comprised of Deferral Contributions, Company Matching Contributions and SBP Company Contributions, as applicable, and Earnings Credits thereon.

"SBP Company Contribution" means the benefit provided under Section 3.5.

"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).

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.

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

"Service" means the Participant’s years of service with the Company, determined in the same manner as the service time calculation under the Boeing Service Awards Program procedure, in completed whole years.

"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.

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

"VIP" means The Boeing Company Voluntary Investment Plan.

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ARTICLE III

Restoration Benefit

Eligibility and Benefits

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

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), (iii) and (iv), as applicable.

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Example: To be eligible to participate in this Plan during 2010, the Employee’s Base Salary as of October 1, 2009 must be at least $131,000 ($46,000/(25% + 6% + 4%) = $46,000/.35 = $131,428.57 rounded down). This figure is determined based on the following assumptions:

If the Employee in this example 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 $121,000 ($46,000/(25% + 6% + 4%+ 3%) = $46,000/.38 = $121,052.63 rounded down).

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.

An Eligible Employee will become a Participant in the Restoration Benefit program when he or she elects to defer Compensation for a Plan Year, by executing and delivering a timely Deferral Election in accordance with subsections (A)-(C) below. Deferral Contributions and Company Matching Contributions are described in Sections 3.3 and 3.4 below.

An Eligible Employee who receives a Company Contribution under the VIP will also, to the extent eligible, become a Participant in the Restoration Benefit program when he or she elects to receive an SBP Company Contribution for a Plan Year, by executing and delivering a timely SBP Company Contribution Election in accordance with subsections (A)-(C) below. SBP Company Contributions are described in section 3.5 below.

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

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In general, the Deferral Election or SBP Company Contribution 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. Participants must execute a new SBP Company Contribution Election to receive an SBP Company Contribution payable in each succeeding Plan Year.

Elections generally may not be modified during the Plan Year. Likewise, an Employee eligible for any portion of the Restoration Benefit provided under this Article III remains subject to restrictions on mid-year contribution election changes under the VIP, in accordance with the terms of the VIP.

See Section 3.7 for a limited exception to the general rule on the irrevocability of Deferral Elections, in the event of Unforeseeable Emergency.

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 make Deferral Contributions or to receive SBP Company Contributions under the Restoration Benefit program during such Plan Year.

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 in Section 3.2 above. This percentage is limited to the maximum percentage described in Section 3.1(C)(i), as applicable to the Eligible Employee.

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.

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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 Participant in the Restoration Benefit program who defers Compensation for a Plan Year under Section 3.3 will be credited with a Company Matching Contribution from the Company. This Company Matching Contribution will equal a percentage of the Participant’s Deferral Contributions for the Plan Year, subject to a limit on the Participant’s Compensation from which Deferral Contributions are made under this Restoration Benefit program 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.

Company Matching Contributions will be credited to the Participant’s Account on the date that the underlying Deferral Contribution is credited to the Participant’s Account.

An Eligible Employee who receives a Company Contribution under Section 4.10(c) of the VIP may elect to receive an SBP Company Contribution for a Plan Year, if eligible, by executing and delivering an SBP Company Contribution Election, as described in Section 3.2 above.

The SBP Company Contribution (and the Company Contribution under Section 4.10(c) of the VIP) became effective as of January 1, 2009. These benefits are available only to individuals "hired" on or after January 1, 2009, as defined in Section 4.10(c)(3) of the VIP.

The SBP Company Contribution will equal a percentage of the Participant’s Compensation during the applicable pay period, subject to the limitations described below. The applicable percentage is determined by the Participant’s age at the end of the Plan Year. This SBP Company Contribution will be made by the Company on behalf of a Participant only to the extent that either: (i) the Participant’s 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.

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An SBP Company Contribution will be credited to the Participant’s Account on the date the underlying Compensation is payable, or as soon thereafter as administratively feasible.

In no event will the SBP Company Contribution duplicate any Company Contribution made on a Participant’s behalf under the VIP.

To the extent an Employee is eligible to accrue benefits as an active participant under the SERP based on increases in his or her salary and/or service during a Plan Year, he or she is ineligible to receive an SBP Company Contribution under this Plan for such Plan Year. This paragraph is not intended to preclude an SBP Company Contribution for an Employee whose SERP accruals are attributable solely to interest credits or indexing on the underlying PVP benefit.

A Participant’s interest in his or her Account attributable to Restoration Benefits generally will be 100% vested at all times.

See Section 7.4 regarding missing participants and improper credits and Section 10.3 regarding the unfunded nature of this Plan.

Notwithstanding the election procedures described in Section 3.3, a Participant in the Restoration Benefit program will be permitted to cancel an existing Deferral Election with regard to a Plan Year during that Plan Year, where the Participant incurs an Unforeseeable Emergency, as determined by the Committee.

To the extent that a Participant has elected and received a distribution due to an Unforeseeable Emergency under Section 6.1(F), the Participant will be deemed to have elected to cancel his or her Deferral Election for the remainder of the applicable Plan Year.

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ARTICLE IV

Executive Company Contribution

Eligibility and Benefits

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

For purposes of determining eligibility for Executive Company Contributions, the term "hired" is defined in Section 4.10(c)(3) of the VIP.

To the extent an Employee is eligible to accrue benefits as an active participant under the SERP based on increases in his or her salary and/or service during a Plan Year, he or she is ineligible to receive an Executive Company Contribution under this Plan for such Plan Year. This paragraph is not intended to preclude an Executive Company Contribution for an Employee whose SERP accruals are attributable solely to interest credits or indexing on the underlying PVP benefit.

An Eligible Employee will become a Participant eligible to receive Executive Company Contributions on the date the Employee satisfies the eligibility conditions in Section 4.1.

A rehired Employee who previously participated in the Plan will become a Participant again on the date the Employee satisfies the eligibility conditions again after rehire.

The Executive Company Contribution will equal the applicable percentage of the Participant’s Incentive Compensation payable during the Plan Year. Incentive

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Compensation is not counted if paid following the Employee’s termination of employment from the Company. The applicable percentage is determined by the Participant’s age at the end of the Plan Year as follows:

An Executive Company Contribution will be credited to the Participant’s Account at the time the Incentive Compensation would otherwise be payable, or as soon thereafter as administratively feasible.

No Executive Company Contribution will be made before January 1, 2009.

A Participant’s interest in his or her Account attributable to Executive Company Contributions generally will be 100% vested at all times.

See Section 7.4 regarding missing participants and improper credits, and Section 10.3 regarding the unfunded nature of this Plan.

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ARTICLE V

DC SERP

Eligibility and Benefits

An Employee is eligible to participate in the DC SERP for a Plan Year if he or she satisfies each of the conditions described in both (A) and (B) below:

For purposes of determining eligibility for the DC SERP, the term "hired" is defined in Section 4.10(c)(3) of the VIP, regardless of the date on which the Employee joins the E-Series Payroll.

To the extent an Employee is eligible to accrue benefits as an active participant under the SERP based on increases in his or her salary and/or service during a Plan Year, he or she is ineligible to receive a DC SERP Benefit under this Plan for such Plan Year. This paragraph is not intended to preclude a DC SERP Benefit for an Employee whose SERP accruals are attributable solely to interest credits or indexing on the underlying PVP benefit.

An Eligible Employee will become a Participant in the DC SERP on the date the Employee satisfies the eligibility conditions in Section 5.1.

A rehired Employee who previously participated in the Plan will become a Participant again on the date the Employee satisfies the eligibility conditions again after rehire.

Each Participant in the DC SERP shall be entitled to benefits under this Plan as described below. No DC SERP benefit will accrue before January 1, 2009.

A Participant will receive a DC SERP contribution equal to the applicable percentage of the sum of the Participant’s Compensation and Incentive Compensation, for each applicable pay period. The applicable percentage for a pay period is determined by the Participant’s level as of this pay period as follows:

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This amount will be credited on the date such Compensation and Incentive Compensation would otherwise be payable, or as soon thereafter as administratively feasible.

An Employee who satisfies the requirements described in Section 5.1(A), and who is first promoted to a level of E-1 through E-3 (from a position at the Company below a level of E-3) during the Plan Year, will receive a one-time additional contribution equal to the product of (i), (ii) and (iii) below.

This amount will be credited as of the date of first promotion to a level of E-1 through E-3, or as soon thereafter as administratively feasible.

A Participant who has received a one-time contribution under this Section upon promotion to a level of E-1 through E-3 will be ineligible for any further contributions under this subsection (B).

No DC SERP Benefit shall be payable to a Participant or Beneficiary except to the extent such Participant is vested in the DC SERP Benefit.

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A Participant will vest 100% in his or her DC SERP Benefit on the date the Participant satisfies the conditions in either (i), (ii) or (iii) below.

See (B) below for additional vesting rules for certain Participants.

Special vesting rules apply for a Participant who has attained either (i) or (ii) while employed by the Company.

This Participant will be 100% vested in the portion of his or her DC SERP Benefit described in Section 5.3(A) (Annual Contributions) after he or she has been on the E-Series Payroll for a period of 36 consecutive months.

This Participant will vest ratably in the portion of his or her DC SERP Benefit described in Section 5.3(B) (One-Time Contribution). Upon Separation from Service, or upon completion of 36 consecutive months on the E-Series Payroll at a level of E-1 through E-3 if earlier, the Participant’s vesting will be determined at a rate of  ¹ / 36 for each consecutive month on the E-Series Payroll at a level of E-1 through E-3. This pro rata vesting rule is not intended to preclude the acceleration of vesting under subsections (A)(ii) (death) or (iii) (layoff) above.

For purposes of this Section, an Authorized Period of Absence from the E-Series Payroll will count as a period on the E-Series Payroll, and an Authorized Period of Absence from a position at level E-1 through E-3 will count as a period at these levels.

If an Employee ceases to be at the applicable level for any reason other

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than an Authorized Period of Absence, and the Employee later returns to a position at the applicable level, these non-consecutive periods of service will not be aggregated for purposes of determining whether the 36-consecutive month requirement has been met.

For purposes of computing vesting for a Participant who transfers employment directly from the Company to ULA or USA, uninterrupted service at ULA or USA as an executive in a position at a comparable level will be credited toward the 36 consecutive months requirements described herein, provided that the Participant transfers directly from the E-Series Payroll (or a position at level E-1 through E-3 if applicable) at the Company to comparable executive status at ULA or USA, as applicable. ULA and USA service will not be credited toward vesting under this Plan for any period following the Participant’s removal from this executive status. For purposes of computing vesting for a participant who transfers employment directly from ULA or USA to the Company, uninterrupted service at ULA or USA as an executive at a position comparable to the E-Series Payroll (or a position at level E-1 through E-3, if applicable) will be credited toward the 36 consecutive months requirements described herein, provided that the Participant transfers directly from this executive status at ULA or USA to a position at a comparable level at the Company. ULA and USA service will not be credited toward vesting under this Plan for any period prior to the Participant’s attainment of this executive status at ULA or USA, as applicable.

If a Participant retires or Separates from Service (other than a deemed Separation from Service due to an Authorized Period of Absence) before becoming 100% vested in the DC SERP Benefit, the Participant will forfeit all rights to the nonvested portion of the DC SERP Benefit attributable to the period prior to this Separation from Service. To the extent any benefit under this Plan becomes vested during an Authorized Period of Absence that constitutes a deemed Separation from Service, it will remain subject to the payment timing rules under Section 6.1.

If a Participant Separates from Service after becoming partially vested in the one-time contribution portion of the DC SERP Benefit, under subsection (B) above, and the Participant is subsequently rehired or returns from an Authorized Period of Absence, the DC SERP Benefit accrued after rehire or return will not be vested until the Participant satisfies the requirements of subsection (A) or (B) above following rehire or return.

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If a Participant Separates from Service after becoming 100% vested in the DC SERP Benefit, and the Participant is subsequently rehired or returns from an Authorized Period of Absence, the DC SERP Benefit accrued after rehire and return will be 100% vested (even if the Participant fails to be at the applicable pay level for 36 consecutive months following rehire or return).

See Section 7.4 regarding missing participants and improper credits, and Section 10.3 regarding the unfunded nature of this Plan.

The Committee may determine, in its sole discretion, that a Participant will forfeit any part or all of his or her DC SERP Benefit (whether or not vested) if any of the following circumstances occur while employed by the Company or within five (5) years after termination of such employment: