COLLECTIVE BARGAINING AGREEMENT

dated December 2, 2008 between

THE BOEING COMPANY

and

SOCIETY of PROFESSIONAL ENGINEERING
EMPLOYEES in AEROSPACE

(Technical Bargaining Units)

Engineering and Technical Units

COLLECTIVE BARGAINING AGREEMENT

Between

THE BOEING COMPANY

and

SOCIETY of PROFESSIONAL ENGINEERING
EMPLOYEES in AEROSPACE

This Agreement is executed this 6th day of March, 2009, effective December 2, 2008, by and between The Boeing Company, a Delaware corporation having its principal place of business in Seattle, Washington (the "Company"), and Society of Professional Engineering Employees in Aerospace (“SPEEA” or the "Union"). The Union is the bargaining agent for the collective bargaining units described in Article 1 and the parties intend that this Agreement apply separately and respectively to each unit as if a separate Agreement had been executed as to each.

This agreement is a reflection of the parties’ commitment to these shared values:

· To maintain a respectful, cooperative relationship.

· To work together to further the mutual success of both parties: positioning Boeing for continued competitive success in the marketplace while enabling SPEEA to best represent and serve its members.

· To resolve issues, to the greatest extent possible, through a collaborative process, marked by open communication and respect for each other’s interests.

Technical Unit

ARTICLE 1
RECOGNITION

Section 1.1 Recognition. For the purposes of collective bargaining with respect to rates of pay and other conditions of employment, the Company recognizes the Union as the exclusive bargaining agent for the collective bargaining units described as follows:

1.1(a) As defined by the Certification of Representative dated February 3, 1972, by the National Labor Relations Board in Case No. 19-RC-5993, those technical employees on the general office payroll of The Boeing Company working in the Company's plants in the State of Washington, including persons who are on travel status from such plants, who are classified by the Company in one of the job classifications listed in Appendix B attached hereto and including those persons assigned (other than on travel status) at Edwards AFB, California or Palmdale, California who are classified by the Company in one of the job classifications listed in Appendix B hereto; excluding guards and supervisors as defined in the National Labor Relations Act, employees in all other job classifications in the general office payroll, and all other employees.

1.1(b) All technical employees employed by The Boeing Company at its primary location at 19000 N.E. Sandy Boulevard, Portland, Oregon, as identified in the National Labor Relations Board Certification of Representative, dated August 7, 1981, in Case No. 36-RC-4471; excluding guards and supervisors as defined in the National Labor Relations Act and all other employees.

1.1(c) All employees of the Company assigned (other than on travel status) to the Inertial Upper Stage program at the Cape Canaveral Air Force Station, Florida who are classified by the Company in one of the job classifications listed in Appendix B hereto.

Section 1.2 Employees. For purposes of this Agreement, the term "employees" shall include only those persons referred to in 1.1.

Engineering and Technical Units

ARTICLE 2

RIGHTS OF MANAGEMENT

Section 2.1 Rights of Management.

2.1(a) The terms and conditions of this Agreement are minimum and the Company shall be free to grant more favorable terms and conditions and to pay salary rates higher than the salary ranges shown in Article 11 to any employee.

2.1(b) The management of the Company and the direction of the workforce are vested exclusively in the Company subject to the terms of this Agreement. Without limitation, implied or otherwise, all matters not specifically and expressly covered or treated by the language of this Agreement may be administered for its duration by the Company in accordance with such policy or procedure as the Company from time to time may determine.

Engineering and Technical Units

ARTICLE 3

GRIEVANCE PROCEDURE AND ARBITRATION

Section 3.1 Grievance and Arbitration Procedure. Grievances arising between the Company and its employees subject to this Agreement, or between the Company and the Union, with respect to the interpretation or application of any of the terms of this Agreement shall be settled according to the following procedure. Subject to the terms of this Article relating to cases of dismissal or suspension for just cause, or of involuntary resignation, only matters dealing with the interpretation or application of terms of this Agreement shall be subject to this grievance machinery.

Section 3.2 Employee Grievances.

3.2(a) Grievances on behalf of employees shall be handled as follows:

STEP 1. Oral Submission of Grievance to Supervisor. The employee and, at his or her option, a Union Representative shall contact the employee's supervisor and shall attempt to effect a settlement of the grievance. Such oral presentation shall be made within ten (10) workdays following the occurrence of the event giving rise to the grievance. The supervisor shall, within five (5) workdays thereafter, provide to the employee the answer to the grievance.

STEP 2. Oral Submission of Grievance to Major Organization Management. If the decision of the supervisor does not settle the grievance, the Union Representative shall within five (5) workdays subsequent to the receipt of the supervisor's answer contact the Human Resources Director, or designee, of the Major Organization in which the employee is assigned for the purpose of arranging a meeting to discuss the grievance. The meeting will be held within five (5) workdays following such request and shall be attended by the Union Representative and the employee and appropriate Company Representatives. The Company's answer to the grievance shall be made within ten (10) workdays following such meeting.

STEP 3. Written Submission of Grievance to Company Representative. If no settlement is reached, the Union Representative may immediately thereafter reduce a statement of the grievance to writing, which shall contain the following:

(a) The detailed facts upon which the grievance is based.

(b) References to the section(s) of the Agreement alleged to have been violated. (This will not be applicable in cases of dismissal or suspension for just cause, or of involuntary resignation.)

(c) The remedy sought.

The Union Representative shall submit such written grievance to the designated Company Representative within five (5) workdays following receipt of the answer provided in Step 2 above. After such submission the designated Company Representative and the Union Representative may, within the next ten (10) workdays, meet and settle the grievance, and over their signatures indicate the disposition thereof. Otherwise, promptly after the expiration of such ten (10) day period they shall sign the grievance indicating that the grievance has been discussed and reconsidered by them and that no settlement has been reached, and the designated Company Representative will promptly thereafter confirm in writing to the Union Representative the denial of the grievance.

STEP 4. Arbitration. If no settlement is reached in Step 3 within the specified or agreed time limits, then either party may in writing, within ten (10) workdays thereafter, request that the matter be submitted to an arbiter for a prompt hearing as provided in 3.4 through 3.6.

3.2(b) Employees shall not be discharged or suspended without just cause. An employee shall have the right to appeal a layoff, discharge, suspension, or involuntary resignation by filing a written grievance through the Union, beginning at Step 3, with the designated Company Representative within ten (10) workdays after the date of such layoff, discharge, suspension, or involuntary resignation.

3.2(c) When the Union requests arbitration on behalf of bargaining unit employees who have been laid off, discharged, or suspended, or who have involuntarily resigned, the Company and the Union will exercise reasonable efforts to have the arbitration hearing within ninety (90) days of the request for arbitration.

Section 3.3 Union Versus Company and Company Versus Union Grievances. Grievances which the Union may have against the Company or the Company may have against the Union, limited as aforesaid to matters dealing with the interpretation or application of terms of this Agreement, shall be handled as follows:

3.3(a) Such grievances shall be submitted to the designated Company Representative or President of the Union, as the case may be, or to their designated representatives, within ten (10) workdays following the occurrence of the event giving rise to the grievance and shall contain the following:

(1) Statement of the grievance setting forth in detail the facts upon which the grievance is based.

(2) The section(s) of the Agreement alleged to have been violated.

(3) The remedy sought.

3.3(b)  The grievance shall be signed by the President of the Union or the designated Company Representative, as the case may be, or their designated representatives. If no settlement is reached within ten (10) workdays from the submission of the grievance to the designated Company Representative or the designated representative of the Union, as the case may be, both shall sign the grievance and indicate it has been discussed and considered by them and that no settlement has been reached and the party responding to the grievance will promptly confirm in writing to the other party the denial of the grievance. Within ten (10) workdays thereafter either party may in writing request that the matter be submitted to an arbiter for a prompt hearing as provided in 3.4 through 3.6.

3.3(c) No matter shall be considered as a grievance under this 3.3 unless it is presented to the designated persons within ten (10) workdays after occurrence of the last event on which the grievance is based.

Section 3.4 Selection of Arbiter – from Arbitration Panel. Contemporaneously with execution of this Agreement, the parties will agree upon a panel of nine (9) arbiters. The panel may thereafter be augmented upon the mutual agreement of the parties. Selection of an arbiter to hear a particular case shall be made from the panel on a strike-through basis. The parties in turn shall have the right to strike a name from the panel until only one name remains. The right to strike the first name from the panel shall be alternated between the parties on a case-by-case basis.

Section 3.5 Selection of Arbiter – by Agreement. Nothing in 3.4 shall preclude the parties from mutually agreeing on an arbiter to hear and decide a particular case.

Section 3.6 Arbitration – Rules of Procedure. Arbitration proceedings shall be in accordance with the following:

3.6(a)  The arbiter shall hear and accept pertinent evidence submitted by both parties and shall be empowered to request such data as the arbiter deems pertinent to the grievance and shall render a decision in writing to both parties within sixty (60) days (unless mutually extended) of the completion of the hearing.

3.6(b)  The arbiter shall be authorized to rule and issue a decision in writing on the issue presented for arbitration, which decision shall be final and binding on both parties.

3.6(c)  The arbiter shall rule only on the basis of information presented in the hearing and shall refuse to receive any information after the hearing except when there is mutual agreement, in the presence of both parties.

3.6(d)  Each party to the proceedings may call such witnesses as may be necessary in the order in which their testimony is to be heard. Such testimony shall be limited to the matters set forth in the written statement of the grievance. The arguments of the parties may be supported by oral comment and rebuttal. Either or both parties may submit written briefs within a time period mutually agreed upon. Such arguments of the parties, whether oral or written, shall be confined to and directed at the matters set forth in the grievance.

3.6(e)  Each party shall pay any compensation and expenses relating to its own witnesses or representatives.

3.6(f)  The Company and the Union shall, by mutual consent, fix the amount of compensation to be paid for the services of the arbiter. The Union or the Company, whichever is ruled against by the arbiter, shall pay the compensation of the arbiter including necessary expenses.

3.6(g)  The total cost of the stenographic record, if requested, will be paid by the party requesting it. If the other party also requests a copy, that party will pay one-half of the stenographic costs.

Section 3.7 Binding Effect of Award. All decisions arrived at under the provisions of this Article by the representatives of the Company and the Union, or by the arbiter, shall be final and binding upon both parties, provided that in arriving at such decisions neither of the parties nor the arbiter shall have the authority to alter this Agreement in whole or in part.

Section 3.8 Time Limitation as to Back Pay. Grievance claims regarding retroactive compensation shall be limited to thirty (30) calendar days prior to the written submission of the grievance to Company Representatives, provided, however, that this thirty (30) day limitation may be waived by mutual consent of the parties.

Section 3.9 Extension of Time Limits by Agreement. The time limits set forth in this Article are recognized by the parties as being necessary for prompt resolution of grievances. Reasonable extensions of these time limits may be arranged by mutual written agreement. If a decision is not rendered by the Company within the time limits established for Steps l and 2, Section 3.2, the Union may thereupon advance the grievance to the next step. Grievances not presented, or presented and not pursued, within the specified or mutually extended time limits will be considered waived.

Section 3.10 Conferences During Working Hours. All conferences resulting from the application of provisions of this Article shall be held during working hours.

Section 3.11 Signing Grievance Does Not Concede Arbitrable Issue. The signing of any grievance by any employee or representative of either the Company or the Union shall not be construed by either party as a concession or agreement that the grievance constitutes an arbitrable issue or is properly subject to the grievance machinery under the terms of this Article.

Section 3.12 Jurisdictional Disputes. Any disputes where the Union contends either (1) that work performed by represented employees not within one of the units described in Article 1 should be performed by employees within one of said units, or (2) that represented employees not within one of the units described in Article 1 should be included within one of said units, shall not be subject to the grievance and arbitration provisions of Article 3. This Section 3.12 shall not apply to such disputes where the Union obtains the written consent of all other interested bargaining representatives to participate in and be bound by the decision of an arbitrator or panel of arbitrators.

Engineering and Technical Units

ARTICLE 4

PERFORMANCE MANAGEMENT

Section 4.1 Performance Management Process. The Union and the Company agree that many factors contribute to employee performance. The Performance Management Process provides a method for employees and management to determine individual performance goals, assess performance against those goals and performance values, and establish developmental plans to address performance needs or gain additional knowledge, skills and abilities as necessary.

4.1(a) Each employee, including new hires, and his or her supervisor will participate in periodic Performance Management discussions, which may be initiated by either party. Discussions should promote a mutual understanding of all factors that contribute to or are affected by performance, such as:

· job assignment, responsibilities and expectations;

· the effect of performance on salary reviews;

· the effect of performance, knowledge, skills, abilities and other characteristics on retention ratings;

· education and/or significant experience gained by the employee and related to his or her career progress within the Company;

· other assignments, skills, or classifications that the employee may be qualified to perform.

For newly hired employees, Performance Management discussions should be initiated as soon as possible and occur as frequently as necessary to ensure early alignment with organizational goals and objectives and performance expectations, encourage job progress and growth, and ensure a smooth transition into the workforce.

4.1(b)  The Performance Management Process consists of four activities: goal setting, coaching and feedback, assessing performance and employee development.

4.1(b)(1)  "Goal setting" consists of documenting job responsibilities and establishing individual performance goals and objectives, based on previously communicated organizational business goals and objectives.

4.1(b)(2) “Coaching and feedback” consists of the following:

· Ongoing discussions that provide valid, constructive, performance-based feedback related to goal attainment and/or performance values,

· Frequent and focused coaching interactions between employees and supervisors,

· Encouraging further development of those employees who meet or exceed expectations, and

· Provide feedback to help those who are falling short to identify and overcome impediments to their success.

4.1(b)(3) "Performance assessment" consists of an ongoing communication and assessment of previously defined job responsibilities and performance goals and objectives as well as the performance values. Assessment results from each review shall be recorded in the Company Performance Management record system. Employees are responsible for continuously updating their plan as goals and objectives change.

4.1(b)(4) "Employee development" is a discussion and coaching process to help employees and managers work together to enhance the employee’s knowledge, skills and abilities to meet current and future business needs. Additionally, it provides a mechanism to support the development of skills and abilities so that each employee has the opportunity to develop professionally and personally.

4.1(c)  Each employee will have at least one (1) interim review for coaching and feedback and one (1) performance assessment review during each twelve-month period. Employee and supervisor are encouraged to conduct additional interim reviews as often as appropriate.

4.1(d)  In the final assessment review meeting, overall performance is assessed, summarized, and documented. This meeting will include a discussion regarding the assessment’s relationship to the salary review and retention index review processes. Managers with employees on a cross training, rotational or other temporary assignment should contact appropriate managers to solicit input, as applicable.

4.1(e)  Performance Management sessions (goal setting and assessment reviews) shall be scheduled to maximize their utility in salary and retention rating decisions.

Section 4.2 Performance Management Form. Forms used in the Performance Management Process shall be the same for all SPEEA-represented employees and consistent with the established processes used by the Company.

Section 4.3 Process Revision. The Performance Management process and utilization will be reviewed jointly in each year of this Agreement through the Joint Workforce Committee in accordance with Attachment 6. Changes to the Performance Management Process are subject to the approval of both parties.

Technical Unit

ARTICLE 5

VACATION PLAN

Section 5.1 General. Reasonable time away from the job is conducive to good health and well being and is considered in the best interest of the employee and the Company. Each employee should have the opportunity to schedule and take vacation each year and thereby use their vacation credits, allowing adequate staffing for Company operations.

Section 5.2 Accumulation of Vacation.

5.2(a) Vacation credits are accrued daily and awarded weekly, with credits increasing on the basis of established increments as follows:

Company Service	Annual Vacation
1 thru 4 years	80 hours
5 thru 9 years	96 hours
10 and 11 years	120 hours
12 and 13 years	128 hours
14 and 15 years	136 hours
16 and 17 years	144 hours
18 years or more	160 hours

Company service date will be used to determine the credits to be awarded. Vacation credits may accumulate to a maximum of two (2) years of credit (as determined from above schedule). No additional vacation credits will be accrued until the number of credits in the account drops below the two (2) year maximum. Deviations to the two (2) year maximum accrual must be approved by the business unit Compensation organization.

Vacation credits will not be accrued in excess of ninety (90) calendar days on a leave of absence.

5.2(b) Part-time employees are awarded vacation credits in accordance with the above schedule on a pro-rata basis. Vacation credits will be prorated based on hours paid (excluding overtime and short-term disability leave payments).

5.2(c) Vacation accounts will be maintained to the nearest tenth of an hour unit.

Section 5.3 Use of Vacation Credits.

5.3(a)  Subject to management approval based on Company work schedule requirements, previously awarded vacation credits may be used by the employee without limit. Management will encourage employee use of vacation for time off within the period credits are available. Use of vacation at times convenient to the employee will be arranged to the extent permitted by Company work schedule requirements.

5.3(b)  Vacations are to be taken as time off and there will be no pay in lieu of time off.

5.3(c)  Generally, vacation credits are to be used in units equal to the scheduled hours in the employee's normal workday; however, vacation credits may be used in lesser amounts to permit a partial day absence. Also, in cases when sick leave credits are exhausted, a partial day of absence for sick leave may be charged against vacation credits in any amount up to the scheduled hours in the employee's normal workday.

5.3(d)  Part-time employees normally will use vacation credits in amounts comparable to their part-time work schedules. However, subject to the scheduling requirements of his or her organization, a part-time employee may request and receive vacation in eight (8) hour increments.

5.3(e)  Holidays occurring while an employee is on vacation are not deducted from vacation credits.

5.3(f)  Payment for vacations will be made at the employee's base rate in effect at the time vacation is taken plus, if applicable, any supplement to the base rate approved by the Company for inclusion in vacation pay.

5.3(g)  An employee on leave of absence is eligible to use vacation credits.

Section 5.4 Vacation Pre Load. Employees hired or rehired into the Company will have their vacation account credited with one half their annual vacation accrual. Those hours may be used subject to 5.3(a). Normal vacation accrual will commence after six months of employment.

Section 5.5 Vacation Payment on Termination. An employee who terminates for any reason will be paid for all unused credits in his or her vacation account and all accrued vacation through the last day worked.

Section 5.6 Vacation Credits When Payroll Is Changed. In all cases involving the transfer of an employee from one payroll to another, the provisions of the Company's procedures pertaining to vacations, as may be revised from time-to-time by the Company, shall be applicable.

Engineering and Technical Units

ARTICLE 6

SICK LEAVE, BEREAVEMENT LEAVE and FAMILY ILLNESS

6.1  Purpose and Benefit of Sick Leave Hours.

Generally, sick leave is provided to help prevent a loss of wages when absent from work for one or more of the following reasons:

· Illness of employee, including physical incapacity of a female employee due to her pregnancy,

· Illness or injury in the family (requiring the employee's presence)

· Death in the family (includes domestic partner) to attend the funeral or deal with matters related to the death. Management may grant up to 3 days of personal time off with pay (PTO), pursuant to the Company guidelines, should the employee’s various sick leave accounts and vacation balance be depleted.

· Medical or dental appointment which can be scheduled only during the working hours.

· Birth and care of a child of the employee.

· Placement of a child with the employee for adoption or foster care.

6.2  Definitions and Sick Leave Accrual Rates.

· Sick leave eligibility/anniversary date - date on which an employee begins to accrue sick leave hours each year. This is the anniversary of the employee’s last start date.

· Current sick leave account – an account in which current year awarded sick leave hours are accumulated, maintained and used.

· Unused sick leave account – an account in which sick leave earned but not used from previous years is accumulated and is maintained for use as needed. These hours accumulate from year to year without limit to the total number of accumulated hours.

6.3  Award, Accumulation and Maintenance of Sick Leave Hours

• Award – after completing one full month of continuous Company service, employees are awarded eight hours each consecutive month, up to a maximum of eighty (80) hours per sick leave eligibility year. These hours are available for use in the current sick leave account.

o When the continuity of employment is broken other than by layoff or termination to enter military service, an employee must begin with the date of reemployment to accumulate one (1) month continuous active service with the Company before being eligible for sick leave.

o For part-time employees, sick leave credits will be accumulated in the proportion that the hours worked bear to full-time hours, rounded to the nearest one-tenth hour unit.

· Accumulation – upon reaching the annual sick leave eligibility date, one half of the remaining hours in the current sick leave account will be moved to the unused sick leave account and maintained there while the other half of the current year account is forfeited.

· Maintenance of Current Sick Leave Account – when this account is zeroed out upon reaching the employee’s eligibility/anniversary date, a new sick leave award period begins.

· Maintenance of Unused Sick Leave Account – when half of the current sick leave balance is transferred to this account, the new balance will immediately reflect the addition of these hours to the previous balance. There is no maximum balance limit for this account.

Other Accrual Provisions (Full-Time Employees)

· Award of sick leave hours will continue for the first 90 calendar days of a leave of absence.

· Use of sick leave hours immediately after the employee’s expected return date from a leave of absence does not constitute a return to work for the purposes of sick leave accrual. Sick leave hours will continue to accrue if the employee is still within the 90-day period from the leave start date. Sick leave accrual will not resume during the use of sick leave hours immediately beyond the 90-day period from the leave of absence start date.

· For partial months, the sick leave hour award is 1/30 of eight hours sick leave for each day of the month for which the employee is eligible to accrue sick leave. These hours are rounded to 1/10 of an hour.

· Eligibility dates and accumulated sick leave credits established prior to this Agreement will not be changed as a result of this Agreement.

6.4  Use of Sick Leave Hours

When using sick leave hours, the various sick leave accounts will be charged in the following order:

1. Current sick leave account

2. Unused sick leave account

3. Any accrual under a collective bargaining agreement that provides for usage upon leaving the unit

4. Financial Security Plan (at the employee’s option)

Full Time Exempt

· If the employee is absent for a full day, employees must use hours equal to scheduled workday hours as reflected in the ETS baseline work schedule.

· If the employee is absent for a partial day, employees may use personal time off (PTO) with pay for incidental medical absences that can’t normally be scheduled outside the employee’s ETS baseline work schedule. [ETS code for this PTO is “Non-Industrial Illness”.]

Full Time Non-Exempt

· Employees shall use sick leave hours equal to the scheduled workday hours as reflected in the ETS baseline work schedule or in partial day increments. Employees who have no accrued sick leave hours in their unused or current sick leave accounts may charge these authorized absences to vacation hours or PTO without pay. (PTO with pay is not authorized.)

Part-time

· Employees shall use sick leave hours equal to scheduled workday hours or may request and use sick leave hours in eight (8) hour increments. ETS will allow partial day increments for part-time employees.

6.5  Financial Security Plan (FSP)

6.5(a)  Continuation of Plan. Subject to the continuing approval of the Commissioner of Internal Revenue and of other cognizant governmental authorities, as more particularly hereinafter specified, a Financial Security Plan (the "Plan") in the form as now in effect as to the employees within the units to which this Agreement relates shall continue to be effective while this Agreement is in effect as to such employees in accordance with and subject to the terms, conditions and limitations of the Plan. No new contributions will be made to the Financial Security Plan with respect to Members after December 22, 2005. All other features of the Plan shall remain in place including, but not limited to, the ability to direct investments and the rules regarding distributions.

6.5(b)  Approval of Plan. Approval of the Plan by the Commissioner of Internal Revenue as referred to in 6.5(a) means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986.

6.5(c)  Accrued Benefit. An employee who has an accrued benefit under the Financial Security Plan shall retain such accrued benefit under the Plan subject to the current provisions of the Plan.

Section 6.6 Unused Sick Leave. Upon retirement under the Company's retirement plan or upon termination (except for cause) while retirement eligible, employees will receive payment for fifty percent (50%) of their unused sick leave balance account hours remaining on the date of termination. If eligible for payment, one half of the Current Sick Leave Balance remaining after current year usage will be moved to the Unused Sick Leave Balance account and paid as defined above. Such hours will be paid at the employee’s then-current base rate, subject to a maximum rate that is established from time-to-time by the Company for all salaried employees.

Technical Unit

ARTICLE 7
HOLIDAYS

Section 7.1 Dates on Which Observed. Holidays observed during the term of this agreement are identified in Appendix A.

For the period following Tuesday, September 4, 2012, through the remaining effective period of this Agreement, the holidays to be observed under the terms of this Article shall be those holidays scheduled and observed by the Company.

Section 7.2 Unworked Holidays. Employees shall receive eight (8) hours pay for unworked holidays (reference Appendix A), at their base rate in effect at the time the holiday occurs, plus applicable shift differential, if, on the holiday, they are either on the active payroll or not on leave of absence for longer than ninety calendar days. Employees not on leave of absence who take leave without pay (LWOP) at the time the holiday occurs shall be eligible for holiday pay.

Section 7.3 Worked Holidays. Employees who are required to work the above-named holidays shall receive the pay due them for the holiday, plus double their base rate for all hours worked on such holiday plus work schedule incentives, if applicable, unless the employee starts to work at 9:00 p.m. or thereafter on that day.

Section 7.4 Holidays during Vacation. Holidays occurring while an employee is on vacation are not deducted from vacation credits.

Section 7.5 Employees Prevented from Working because of Local Holidays. Employees assigned to a non-Company facility who are prevented from working their assigned shift because a holiday not listed in Appendix A is recognized at that facility shall be paid for such assigned shift unless the Company, at its option, modifies the work schedule for the week in which the holiday falls so that the employees are able to work a full work week. In all cases hours worked on scheduled days of rest will be treated as overtime under 11.2.

Technical Unit

ARTICLE 8

WORKFORCE ADMINISTRATION

Section 8.1 Employees to Whom This Article is Applicable.

This Article 8, subject to 8.8(c), applies and refers separately to employees within each of the three (3) bargaining units described in Article 1, except that (1) the provisions of Article 8 shall be applied separately to Edwards AFB, California and Palmdale, California combined, and (2) an employee at Edwards AFB or Palmdale who has transferred to either California assignment from a SPEEA-represented position in Washington will be treated for purposes of eligibility for retention at Washington as though surplused from the Major Organization with which the employee was identified immediately prior to transfer to Edwards AFB or Palmdale and in accord with the retention provisions of this Agreement.

Section 8.2 Objective. The general objective of the procedure stated in this Article is to provide for the accomplishment of workforce reductions for business reasons, to the end that, insofar as practicable the reductions will be made equitably, expeditiously and economically, and at the same time will result in retention on the payroll of those employees regarded by management as comprising the workforce that is best able to maintain or improve the efficiency of the Company, further its progress and success and contribute to the successful accomplishment of the Company's current and future business. The location, occurrence and existence of any condition necessitating a workforce reduction, and the number of employees involved, will be determined exclusively by the Company. Following such determination, the Company will notify the Union of the location and the estimated size and job classifications and skills management code(s) involved in the anticipated workforce reduction. Wherever practicable, affected employees will be given two (2) weeks' notice prior to layoff and will receive consideration for open positions in accordance with 8.7.

It is recognized by both parties that it is necessary to work certain skill coded employees overtime while at the same time workforce reductions involving the same skill codes will be taking place. Management will review the use of overtime in any skill code in which layoffs are contemplated with the intent of minimizing the use of such overtime. Management, at its sole discretion, will determine the level of overtime to be worked.

Section 8.3 Definitions

8.3(a)  “Job Classification.” The term refers to a job that the Company defines with a six digit alphanumeric code as set forth in Article 22.

8.3(b)  “Skills Management Code.” Skills Management Code is referred to throughout this Article as “SMC.” SMCs identify unique knowledge, skills, abilities, and environments within the job family.

8.3(c)  “Major Organization.” The term means a major organizational element of the Company reporting to the Chief Executive Officer of The Boeing Company or identified as such by the Chief Executive Officer of The Boeing Company. The Company shall provide to the Union in writing a current list of major organizations and advise the Union as soon as practicable of changes made thereto.

8.3(d)  “Surplus.” The term refers to a condition in which the Company determines that the assigned number of individuals exceeds the needs of the activity, project, program or organization to which the individuals are assigned. A surplus may or may not result in layoffs. To the extent deemed practicable by the Company, surpluses will be resolved by placing individuals in other assignments.

Section 8.4 Retention Indexing/Ratings. Each employee will be assigned by the Company a comparative rating as follows, giving consideration to each employee's competence, diligence, and demonstrated usable capabilities based upon the employee’s current performance and a review of the employee’s previous performance.

The individual rating will be referred to as a "retention rating," and the process of applying these ratings and compiling them in order of rating, as retention indexing.

Retention ratings assigned to employees prior to the execution date of this Agreement will remain in effect until changed under provisions of this Article.

8.4(a) Frequency. A retention index review will be held at least four (4) times during the term of this Agreement and not less frequently than once each twelve months following the execution date of this Agreement, with the precise intervals to be determined by the Company. The Company will attempt to complete retention index reviews as near as practicable to completion of the final review phase of the Performance Management process.

8.4(b) Retention Index Group Make-up. Retention index groups shall be comprised of employees with identical job classifications and SMCs. Employees with identical job classifications and SMCs are to be grouped so as to keep to the lowest practicable minimum the number of separate groups in each Major Organization. All the employees in a retention index group shall be in the same Major Organization.

8.4(b)(1) Employees on part-time work schedules as defined in the Letter of Understanding entitled “Part-time Employment” will be retention indexed with employees on full-time work schedules. Length of Company service will be a positive factor to the extent that the experience so gained continues to be reflected in increased capability.

8.4(b)(2) Interns. All employees in an intern job classification will not be included in or subject to the periodic retention index review.

8.4(c) Review Process. The Company will determine the retention rating of each employee, the members of management who will participate in retention index reviews, the retention index groups to be used, the timing, and the other mechanics and details of such reviews. The Company will instruct and periodically will reinstruct members of management participating in the process to assign retention ratings with the greatest possible care and objectivity, giving full consideration to the objectives stated in 8.2 and 8.4. Such instructions will stress that retention indexing is to be accomplished without regard to potential adjustments for Company service as provided for in 8.4(f). It is recognized that any practicable process of retention indexing cannot be completely free of error as to method used or as to resulting retention ratings, taking into account: the large numbers of employees, job classifications and SMCs, organizations and requirements involved; the fact that numerous management representatives necessarily must participate in the process; and that many of the factors which must be dealt with are intangible in nature. Managers with employees on a cross training, rotational, or other temporary assignment should contact appropriate managers to solicit input, as applicable.

8.4(d) Distribution. Retention indexing will result in each employee being rated in one of three (3) categories, hereinafter referred to as R1, R2 and R3. Each employee will be assigned a retention rating such that, as nearly as is mathematically practicable, the retention rating distribution for each job classification and SMC within each retention index group is R1 - 38 to 42%, R2 - 38 to 42%, and R3 - 18 to 22%. Employees classified as Technical Principals shall not be subject to those distribution requirements.

Since personnel transactions will occur subsequent to each periodic review, it shall not be necessary to maintain this distribution during intervals between periodic reviews.

8.4(e)  Designating Employees as Ineligible for Priority Recall Consideration. Designated employees will be identified as part of the retention indexing process and advised in writing via the retention rating notification per 8.4(g) that, in the event of layoff during the period of time between retention index reviews, they will have no priority recall consideration.

· Designated employees must have an assigned R3 retention rating.

· Designated employees will be identified by skill teams.

· Designated employees who have one full year of service and who elect to receive income continuation benefits under 21.3(a)(1) will nevertheless be ineligible for priority recall consideration.

Employees who have been so designated will be provided with an Employee Improvement Action Plan which will identify the specific conditions leading to the designation and improvements necessary to avoid such designations in the future. Management and the employee will have on-going discussions about the employee’s progress in achieving the objectives outlined in the action plan. The Company will promptly notify the Union of the identities of designated employees. The identification of designated employees shall not be subject to Article 3; however, designated employees may appeal the designation regardless of their previous retention rating in accordance with 8.4(h).

Designations will remain in effect until the next scheduled retention index review exercise or the employee’s designation is reevaluated per 8.6(b)(3) prior to layoff.

8.4(f) Adjustments for Company Service. As a part of each periodic retention index review, and immediately following completion of the distribution procedure set forth in 8.4(d), adjusted retention ratings will be assigned in compliance with the following:

Employees with twenty (20) or more years of Company service whose assigned retention rating is R3 will be given an adjusted retention rating of R2.

Employees with thirty (30) or more years of Company service whose assigned retention rating is R2 will be given an adjusted retention rating of R1. Such adjustments will be reflected in the written notification to each employee described in 8.4(g). (Employees who reach the aforementioned Company service dates between periodic retention index reviews will receive an adjusted retention rating accordingly.)

Employees may elect to temporarily waive any service adjustment by sending a digitally signed email to their Skill Captain stating their desire to waive their adjusted rating. The waiver of the service adjustment will remain in place until the next periodic retention index review.

The adjusted retention rating shall apply as regards the layoff sequence described in 8.5. Employees designated pursuant to the process described in 8.4(e) for two (2) consecutive retention index reviews will not be eligible for service adjustments upon receipt of the second designation. Such employees may appeal their designation using the process described in 8.4(h).

8.4(g) Employee Notification. Following each periodic retention index review, the Company will provide each employee with a written notification of the employee's retention rating not later than the effective date, except where such a schedule is made impracticable due to the unavailability of the employee or the supervisor occasioned by vacations, travel assignments, etc. In such circumstance the notification will be given as soon as practicable. In addition, management will offer to discuss the new retention rating with employees. The written notification will contain the following elements:

· The employee's job classification and SMC,

· The employee's assigned retention rating and adjusted rating, if any, under 8.4(f),

· The effective date of the retention rating,

· The number of employees in each of the three (3) retention index categories as adjusted under 8.4(f), within the employee's retention index group as defined in 8.4(b),

· The Assessment Criteria used for the employee’s job classification and SMC,

· The name of the member of management who chaired the review (Skill Captain),

· The notice to an employee who is identified by their skill team as designated per 8.4(e) shall include the following statement: “Designated: In the event of layoff during the period of time between this retention rating effective date and the next you will have no first consideration recall rights.”

8.4(h)  Retention Rating Appeals. The retention indexing process will not be subject to the grievance procedure; however, an employee who feels the retention rating assigned during the periodic retention index review is inappropriate may at any time discuss the matter with his or her immediate supervisor. If within 30 calendar days following notification of the assigned retention rating, the employee elects to appeal the rating, and discussion with the immediate supervisor has not resolved the employee's concern, certain ratings may be appealed for further review as provided below:

8.4(h)(1) The assigned retention rating represents a one or more position drop from the previous assigned rating and it is substantiated that the drop is not due to the effect of a workforce reduction and/or consolidation of retention index groups.

8.4(h)(2)  The employee has remained in the same job classification and SMC and been assigned a retention rating of R3 during four (4) or more consecutive retention reviews.

8.4(h)(3)  Employees designated pursuant to the 8.4.(e) may appeal their designation regardless of their previous retention rating.

8.4(h)(4)  The employee so affected will address his or her concerns in writing to the Union setting forth the basis for such appeal.

8.4(h)(5)  If the Union believes the employee's appeal warrants further review, the Union will notify the Enterprise Senior Workforce Manager within ten (10) workdays of receipt of the employee's appeal.

8.4(h)(6)  Within ten (10) workdays following such notice, a Skill Team/Functional Human Resources Representative, a Workforce or Employee Relations Representative and a Union Representative will meet to resolve the appeal. Pertinent information may be obtained from the employee, the immediate supervisor, and/or the Skill Captain for this meeting.

8.4(h)(7)  The parties identified in 8.4(h)(6), above, will resolve the appeal by majority decision at the meeting or within five (5) workdays thereafter. In the event the Union considers the decision to be inappropriate to the facts of the case, the Union may advance its appeal to the Enterprise Senior Workforce Manager. Such resolution by majority decision or by decision of the Enterprise Senior Workforce Manager will be final and binding and will conclude the appeal process.

8.4(h)(8)  If the result of an appeal over a two-position drop in retention rating is in favor of the employee, one of the following options may be selected as determined by Company and Union representatives:

· Restoration to the previous retention rating of R1, or

· Modification of the assigned retention rating to R2.

8.4(i) Out-of-Sequence Retention Ratings.

8.4(i)(1)  The retention rating of an employee who is reclassified between periodic retention index reviews will not change except as follows:

8.4(i)(1)a With a reduction in level within a job family, the employee will automatically receive a retention rating of R1 until the next retention index review.

8.4(i)(1)b With an increase in level within a job family, the employee will automatically receive a retention rating of R3 until the next retention index review.

8.4(i)(2)  An employee who returns from leave of absence between periodic retention index reviews shall retain the same retention rating as before the leave of absence until management assigns the employee a different retention rating and so notifies the employee.

8.4(i)(3)  An individual who returns from layoff shall be assigned the retention rating of record at the time of layoff, providing there has not been a retention index review during the layoff period. The individual will automatically be assigned retention rating R3 if a retention index review has been conducted during the layoff period.

8.4(i)(4)  An individual who transfers into the bargaining unit between periodic retention index reviews shall automatically be assigned retention rating R3 until management assigns the employee a different retention rating and so notifies the employee.

8.4(i)(5)  The out-of-sequence retention rating assigned under the provisions of 8.4(i)(1) through 8.4(i)(4) will be reaffirmed or superseded by the retention rating assigned during the next periodic retention index review.

8.4(i)(6)  An employee whose job family and skills management code changes between periodic retention index reviews will be regarded as having the retention rating held immediately prior to the job family and skills management code change, until management assigns a different retention rating and so notifies the employee.

Section 8.5 Redeployment Procedures.

8.5(a) Application. When a workforce reduction is determined by management to be necessary within one or more job classification(s) and SMC(s) in a Major Organization, management will follow the applicable provisions of Article 9 and designate for layoff the required number of employees within such job classification(s) and SMC(s), beginning with the lowest retention rating. Exceptions to the designation for layoff may be made by the Company where it desires to retain by level a maximum of 20% or three employees, whichever number is greater, within an affected job family and SMC in the Major Organization as of the time of the most recent retention index review.

Rounding is permitted within the following parameters:

No. of Employees	Parameter
1 to 17	up to three (3) employees may be subject to the 20% exception
18 to 22	four (4) employees may be subject to the 20% exception
23 to 27	five (5) employees may be subject to the 20% exception; etc.

Employees designated for layoff who are in Level 2 or B and above shall receive a downgrade offer as an option to layoff, if, within the same Major Organization, there are lower level employees (regardless of retention rating) within the same job family and SMC.

8.5(b) Nothing in this Article is intended to preclude management from using other actions, such as employee transfers, reclassifications, reassignments, or combinations thereof, which are not inconsistent with the terms and conditions set forth in this Agreement, in order to avoid or reduce the necessity to initiate or carry out workforce reductions.

8.5(c)  Employees laid off after refusing less than equivalent job offers made as a result of redeployment activities will be considered involuntary layoffs and will be eligible for layoff benefits as defined in Article 21.

8.5(d)  During periods of surplus activity, the Company may make available programs intended to mitigate the impact of layoffs. The Company will advise the Union of these programs and their availability.

8.5(e)  Employees on travel status may not be laid off while on such status. Such employees shall not be counted among or reduce the number of exceptions permitted by the provisions of 8.5 nor shall their retention rating prevent the layoff or downgrade of employees with higher retention ratings who are otherwise subject to such action.

8.5(f) Exceptions to Foregoing Procedures.

8.5(f)(1)  The Company may lay off employees from the unit without regard to the provisions of this procedure, provided the number of such layoffs per month does not exceed 0.25% (one quarter of one percent) of the total number of employees employed in the bargaining unit on the first day of that month.

8.5(f)(2)  In instances where, in the opinion of management, the foregoing procedures set forth in 8.5 do not achieve the objectives stated in 8.2, exceptions thereto, without any limitation as to the number, may be made when approved by the Chief Executive Officer of the Company or designated representative. It will be the responsibility of any supervisor who recommends such an exception to prepare and transmit through the line organization to the Major Organization Manager, and then to the Office of the Chief Executive Officer of the Company or designated representative, a detailed report of the proposed exception(s) and the reasons therefor. An explanation, prior to implementation, will be provided to the Union.

Section 8.6 Layoff Status and Return to Active Employment.

8.6(a) Maintenance of Layoff Status.

8.6(a)(1)  Each employee laid off under the provisions of this Article will remain on layoff status for a total period of three (3) years from the date the layoff was effective, subject to 8.6(a)(3).

8.6(a)(2)  The Company will maintain a list of the names of all laid off employees, except those determined ineligible under 8.6(b)(3), those who have received layoff benefits as a lump sum under 21.3(a), and those identified under 8.4(e).

8.6(a)(3)  An employee shall remain on layoff status for recall consideration and layoff benefits in accordance with 8.6(a)(1), provided he or she does not:

8.6(a)(3)a  Reject consideration for employment, for example, fail to respond to a Company contact, letter of interest, request to update Conflict of Interest status, or formal offer from the Company of a job within ten (10) workdays after such contact by the Company or by such later date as may be stipulated by the Company, or the Company was unable to contact the laid off employee due to non-existent or inaccurate contact information on record in TotalAccess and the Company’s Employment Staffing System, or

8.6(a)(3)b  Refuse a formal offer from the Company for a full-time job within the bargaining unit or in the same labor market area from which laid off, for which the salary and level offered is equal to or greater than the employee's salary at the time of layoff plus any contractual minimum wage increases that were applied during the time period between layoff and recall, or

8.6(a)(3)c  Fail to report to work within ten (10) workdays following acceptance of a formal Company offer or on such later date as may be stipulated in the Company offer, or

8.6(a)(3)d  Elect retirement under the Company Retirement Plan thereby removing themselves permanently from layoff status.

8.6(a)(4)  Employees removed from layoff status for any reason other than retirement or expiration of the three-year period following layoff will be notified in writing of such removal, and the reasons therefor, by the Company.

8.6(a)(5)  Laid off employees who are prevented from meeting the conditions described in 8.6(a)(3)a, 8.6(a)(3)b, 8.6(a)(3)c, or 8.6(b)(4) solely due to medical disability, verified to the Company's satisfaction by their personal physician, shall upon request be granted a waiver for the missed requirement(s).

8.6(a)(6)  If any employee on layoff status disputes his or her recall status as reflected in Company records, Company records shall prevail unless the employee can produce proof of registration pursuant to 8.6(b)(4).

8.6(b) Return to Active Employment.

8.6(b)(1)  It is a mutual objective of the Company and the Union that laid off employees who have not been determined ineligible under 8.6(b)(3), 21.3(a), or 8.4(e) be recalled to active employment, and a mutual desire that such recall into the Major Organization from which the employee was laid off be offered in approximate reverse order of layoff, with the objective of matching laid off employee skills to job requirements as defined in 8.6(b)(1)c. Accordingly, laid off employees on file for recall pursuant to 8.6(b)(4) will be offered return to active employment within the applicable job classification and SMC in approximate reverse order of layoff, prior to workforce additions from sources external to the Company, subject to the following limitations:

8.6(b)(1)a  Eligible laid off employees must set up and maintain a profile in the Company’s Employment Staffing System.

8.6(b)(1)b  Nothing in 8.6 will preclude the Company from concurrently hiring from sources outside the Company when projected requirements exceed the number of laid off employees in applicable job classification(s) and SMC(s) on file pursuant to 8.6(b)(4) who are eligible for an offer of recall. In such instances, qualified laid off employees with priority recall consideration within the applicable job classification and SMC shall be extended a job offer.

8.6(b)(1)c  In making recall hiring decisions, the Company will review the specific qualifications of individuals on the basis of product familiarity, specialized experience or education, customer requirements, and the need to achieve the most efficient and accurate match of individual capabilities to job requirements. Consequently, not all Company decisions relating to recall hiring can promote the mutual objective and desire stated above. Accordingly, only decisions relating to matching employee’s skills to job requirements will be subject to Article 3 following completion of a review by the Enterprise Senior Workforce Manager.

8.6(b)(1)d  Within a job classification, when the priority recall roster has been cleared in a specific level yet an opening exists and one or more individuals in lower levels remain on the priority roster, managers should review existing statement of work to determine if statement of work can be reorganized to consider lower level recall candidates and/or review current internal employees to determine if an individual’s statement of work and demonstrated skills warrant promotion and subsequently backfill the lower level statement of work with a recall candidate.

8.6(b)(2)  The Company periodically will review with the Union the operation of 8.6(b)(1) in order to facilitate achievement of the mutual objective and desire stated above.

8.6(b)(3)  Prior to layoff the Company will review employees to determine eligibility for reemployment consideration under 8.6(b)(1). The review will be limited to those employees for whom there is supporting documentation of performance deficiencies and/or a pattern of unacceptable conduct. The review will be performed by the cognizant Skill Team Captain for the employee's job classification and SMC. Based on the review, the employee will be advised no later than the time the layoff notice is issued as to his or her eligibility for reemployment consideration under 8.6(b)(1). An employee determined ineligible may appeal such determination to the cognizant Skill Team Captain. If the appeal does not resolve the matter, the employee may then file a grievance in accordance with Article 3. Such grievance shall be limited to the first three (3) steps of the grievance procedure and shall not be subject to arbitration.

8.6(b)(4)  Priority Recall Registration Requirements:

8.6(b)(4)a To be considered for and maintain priority recall status, the following requirements must be completed:

1. The laid off employee must keep the Company informed of his or her interest in returning to active employment by registering for priority recall consideration using electronic filing via the online Recall Registration & Status Tool in TotalAccess. Initial filing for priority recall consideration for return to active employment must occur during the half calendar year in which they were laid off or within 60 days of their layoff date, whichever is greater.

2. A profile must be created and maintained in the Company’s Employment Staffing System as required under 8.6(b)(1)a.

3. Priority recall consideration status must be maintained by registering via TotalAccess once each consecutive calendar half-year period (January through June; July through December) during the three-year period from the date of layoff. Electronic filing for the next half calendar year must be completed via TotalAccess prior to the expiration of the current half-year period.

8.6(b)(4)b Individuals who do not properly register in each calendar half-year period will have priority recall consideration eligibility revoked for the remainder of the three-year period. Eligible laid off employees on file for return to active employment are subject to the provisions of 8.6(a).

8.6(c) Salary and Level of Returning Laid Off Employees. Company offers to laid off employees for return to active employment will be extended at whatever salary and level is deemed by management to be appropriate and will be equal to or greater than the employee’s salary at the time of layoff, plus any contractual minimum wage increases that were applied during the time period between layoff and recall. Rejection of a formal Company offer for a position outside the bargaining unit or a labor market area other than from which laid off, or at a salary lower than the employee's salary at time of layoff plus any contractual minimum wage increases that were applied during the time period between layoff and recall, or a level lower than the level from which laid off, will not be cause for removal from layoff status.

8.6(d) Employees who remain on layoff status for the full period specified in 8.6(a)(1) will for a period up to six years from the date the layoff was effective remain eligible for certain additional retirement benefits as specified in the Retirement Plan.

8.6(e) The Company will maintain a record of all laid off employees who are on layoff status under the above provisions.

Section 8.7 Procedure Relating to the Filling of Positions.

8.7(a) The parties agree that it is in their mutual interest to assure that favorable promotional and retention consideration is granted to those individuals who are best able to maintain or improve the efficiency of the Company, further its progress and contribute to the successful accomplishment of current and future business. As such, an individual’s qualifications will be evaluated based on the job specifications, Salaried Job Classification, job competencies, work experience relevant to the job, education, and other job-related requirements as specified (for example, security clearances). Accordingly, in the filling of open positions, priority consideration will be given to the development, advancement and retention of the existing workforce. The existing workforce is defined as those employees on the active payroll or on an inactive leave of absence. Considerations for filling job openings are as follows:

8.7(a)(1) Employees on the active payroll who have been declared surplus and/or who have been previously downgraded due to surplus shall have priority consideration for open positions.

8.7(a)(2) The Company may either transfer a qualified employee from within the existing workforce or return a qualified laid off employee from priority recall status.

8.7(a)(3) The Company may either return a qualified employee from active recall status or hire a qualified candidate from external sources.

Company actions set forth in this 8.7 may be appealed by the Union to the Enterprise Senior Workforce Manager, but will not be subject to the grievance and arbitration procedures.

8.7(b) Job Posting Process. The Company will maintain an environment in which employees can make known their interest in transferring to other positions for which they are qualified to perform and which may satisfy their personal needs. A job posting and transfer process will be maintained which will allow employees, without fear of reprisal, to make application for transfer and receive consideration as a candidate for open positions for which they are qualified. All employees, including those involved in surpluses, shall be subject to the terms and conditions of the Company’s job posting process per PRO-6477, dated May 28, 2008. Release earlier than 12 months will generally be authorized when the releasing management determines such release to be in the best interest of the company and the employee. If management is unable to release prior to 12 months, exceptions must be elevated to the applicable Functional Skill Team to validate business case and consider potential adverse impact to employee. In cases where resolution is not reached through discussion, appeal to the Enterprise Senior Workforce Manager may be submitted.

Section 8.8 General Provisions.

8.8(a)  Compensable Injuries. Any employee who has been wholly or partially incapacitated for that employee's regular work by compensable injury or compensable occupational disease while in the employ of the Company may, while so incapacitated, be employed in work which the employee can do without regard to the provisions of this Agreement. The Union shall be notified of persons to whom this waiver applies and the effective dates of such waiver.

8.8(b)  Veterans. The Company and the Union, recognizing that the reemployment rights of employees entering or inducted into the Armed Forces of the United States and the Company's obligation to these employees, are the subject matter of legislation, agree that nothing contained in this Agreement will preclude the Company from reemploying such employees in compliance with provisions of applicable laws.

8.8(c)  Transfer Return Rights. An employee who is transferred by the Company from one of the units described in Article 1 to another, and at the time of such transfer is accorded return rights by the Company in writing, will not be laid off while assigned at such other unit, but will be transferred back to the original unit in accordance with the return rights previously accorded by the Company. An exception will be made if the employee elects to be laid off in which case the employee will waive transfer return rights.

8.8(d)  Hiring of Employees on Part-Time Work Schedules. The Company will not hire new employees into the bargaining unit on part-time work schedules and will not normally approve part-time work schedules for employees with less than two (2) years of Company service; provided, however, that the Company may rehire retirees on part-time schedules. Approval of part-time work schedules may be revoked at any time at management's discretion.

8.8.(e)  Job Classification and SMC of Record Shall Prevail. Employee reassignments or layoffs under this Article will be based on the employee’s job classification and SMC at the time of such action, irrespective of any pending challenge concerning the employee’s job classification and SMC. Individual employee or union contentions that a reassignment or layoff is inappropriate because the job classification and SMC prior to layoff or reassignment was inappropriate are specifically excluded from the grievance and arbitration procedure of Article 3. Additionally, the individual employee or union may not claim that the reassignment or layoff should be voided or set aside based on the allegation that the employee’s job classification and SMC was inappropriate prior to layoff or reassignment. However, if subsequent to a layoff or reassignment from a job classification and SMC challenged by an employee in accordance with 22.5, the employee’s challenge is upheld, then for the purposes of 8.6 the employee’s job classification and SMC at the time of the layoff or reassignment shall be construed as that job classification and SMC that was upheld as a result of the employee’s challenge. If an employee has requested a review of his or her job classification and SMC pursuant to Section 22.5(e)(1) approximately thirty (30) days prior to notification of layoff or reassignment, then the employee’s layoff or reassignment will be held in abeyance, if necessary, pending conclusion of the review under Section 22.5.

Engineering and Technical Units

ARTICLE 9

NON-BOEING LABOR

Section 9.1 Purpose. The Company and the Union recognize that temporary Non-Boeing Labor personnel are a practical source of skilled labor that allows the Company to acquire engineering and technical support in a timely manner. The use of Non-Boeing Labor helps mitigate adverse effects of rapid expansion and contraction of the workforce, or the limited availability of certain critical skills (e.g. in connection with large developmental programs). The parties recognize that requirements for experienced Non-Boeing Labor personnel must be balanced with the need to develop, build, and maintain the Boeing experience base and to support a mutual objective of workforce stabilization by minimizing employee layoffs.

Section 9.2 Definitions.

9.2(a) Contract Labor. Technical or engineering personnel supplied to Boeing through third party suppliers who are in the business of recruiting and supplying contracted staffing to other companies. Contract personnel typically perform Boeing work on Boeing premises and are supervised by Boeing managers. Contract Labor personnel are employees of the supplier and remain on the supplier’s payroll.

9.2(b) Industry Assist. Individuals or teams of employees from another firm in a business similar to that of Boeing, or industry leaders in their core competency who typically work on Boeing premises and are supervised by Boeing managers. Industry Assist firms are not in the business of recruiting and supplying contracted staffing to other companies. Industry Assist personnel are employed by the Industry Assist company and remain on the Industry Assist company’s payroll.

9.2(c) Purchased Services. Non-Boeing Labor wherein specialized engineering or technical services are obtained from an outside company specifically to be used by or incorporated into a product or service. Generally, purchased services are contracted to complete defined statements of work.

9.2(d) Strategic International Contractors. Non-Boeing Labor typically engaged to meet industrial participation requirements and/or strategic work placement objectives. Examples would include international design centers and work placement in countries where offset agreements exist.

9.2(e) Employees of Sub-Contractors, Suppliers or Partners. Non-Boeing Labor representing other entities who, in order to fulfill a contractual obligation to deliver a product or service to Boeing must perform some work on Boeing premises that may be similar to work being performed by SPEEA-represented employees. Examples would include risk sharing partners on commercial or government programs, and suppliers or sub-contractors with design/build responsibility.

9.2(f) Consultant and Professional Services. Non-Boeing Labor providing services typically not incorporated into the Company’s products or service lines and not related to work performed by SPEEA-represented employees.

9.2(g) Loaned-In Boeing Personnel. Boeing employees temporarily loaned from other sites to meet capability and/or capacity requirements.

Section 9.3 Disclosure and Monitoring. The Company and the Union mutually agree that shared information is integral to achieving common understanding and clarity regarding the utilization of Non-Boeing Labor. To promote a common understanding and effective employee engagement, the Company agrees to provide certain information to the Union as follows:

9.3(a)  Contract Labor and Industry Assist: The Company shall provide the Union the following data on a monthly basis.

· Name

· BEMSID (if applicable)

· Start date

· Projected end date

· Work location

· Job Classification and SMC and Job Title

· Accounting business unit information

· Total number of Contract Labor and Industry Assist personnel within the Major Organization

· A breakdown within each Major Organization by job family and skills management codes normally held by SPEEA-represented employees performing the same type of work

9.3(b) Purchased Services and Strategic International Contractors: The Company shall provide the Union the following data for personnel who are on-site for greater than sixty (60) days on a quarterly basis subject to the availability of data and as constrained by compliance with privacy laws as determined by the Company.

· Total number of on-site personnel by general skill type and category

· Summary of statement of work provided including projected duration

Section 9.4 Application and Limitations.

9.4(a) Contract Labor and Industry Assist.

9.4(a)(1)  No employee with an assigned retention rating of R1 or R2 shall be laid off from a surplusing Major Organization as defined in Article 8 while Contract Labor or Industry Assist personnel are still employed in that job family and skills management code within that, or any other, Major Organization. Further, no employee from a surplusing Major Organization, regardless of assigned retention rating, shall be laid off while Contract Labor or Industry Assist personnel are still employed in that job family and skills management code within that Major Organization, except those employees as to whom there is supporting documentation of performance deficiencies.

The acquisition of Contract Labor or Industry Assist personnel will be subject to the terms of 8.6(b) while laid off employees remain on Priority Recall Status.

9.4(a)(2)  The Company and the Union agree that it is normally inappropriate to post external job requisitions within a job family and skills management code where a near-term surplus is anticipated, has been declared, or is in progress within a Major Organization. Deviations will be subject to approval by the appropriate Functional Skill Leader for the Major Organization and discussed with the Union. The granting of a deviation to allow posting of such job requisitions shall not be subject to the grievance and arbitration procedure of Article 3.

9.4(a)(3)  The Company shall make Contract Labor and Industry Assist positions available in accordance with the Boeing job posting process for assignments exceeding eighteen (18) months. However, if the period of performance must be extended beyond eighteen (18) months, the Company’s supporting business rationale will be discussed with the Union at the next Joint Workforce Committee meeting, and the Company will continue to use Contract Labor or Industry Assist personnel in these positions through the duration of their assignments. The extension of such assignments shall not be subject to the grievance and arbitration procedure of Article 3. In the meetings, the Company will also discuss information relevant to staffing efforts to fill these positions with direct labor. Summary information will include recruiting strategies, identification of applicable posted requisition(s), and offer/offer acceptance data for these requisition(s).

9.4(a)(4)  Contract Labor and Industry Assist personnel shall not be authorized to make decisions normally associated with management responsibility including salary determination, performance management, retention and discipline.

The Company and the Union also agree that it is normally inappropriate to place Contract Labor or Industry Assist personnel in lead roles (engineering or technical) including the assignment of or evaluation of individual work assignments. Deviations will be subject to approval by the appropriate Functional Skill Leader in the Major Organization and discussed with the Union. The granting of a deviation to allow such assignments shall not be subject to the grievance and arbitration procedure of Article 3.

9.4(b) Purchased Services. In those cases where the skills of the Purchased Services are the same as those currently subject to reduction in force of Boeing direct labor within a Major Organization, the Company will, consistent with its contractual requirements to the Purchased Services firm, consider reducing or eliminating the services of the firm and discuss the decision and rationale with the Union at the next Joint Workforce Committee meeting.

9.4(c) Strategic International Contractors. In those cases where the skills of Non-Boeing Labor identified in 9.2(d) are the same as those currently subject to reduction in force of Boeing direct labor within a Major Organization, the Joint Company/Union Partnership Leadership Committee will convene, consistent with the provisions of Letter of Understanding 6, to discuss the potential reduction of these services.

Section 9.5  Exceptions to this Article to avoid significant disruption or impact on committed packages of work will require the approval of the Enterprise Senior Workforce Manager. Notification will be provided to the Union as soon as practicable.

Engineering and Technical Units

ARTICLE 10

JOINT MEETINGS

Section 10.1 Joint Meetings.

10.1(a) Should either party desire to discuss with the other any matter affecting generally the relationship of the parties, a meeting of Union and management representatives shall be arranged upon request of either party. Such meeting shall take place at a time mutually convenient to both parties. Any use of Company time for attendance at such meetings shall be arranged in advance by mutual agreement.

10.1(b) This Article is intended to provide a free avenue of communication between the Union and the Company, and suggestions, complaints, or other matters may be presented by either party, provided that neither party shall be required to discuss any item brought up by the other party nor be bound to act upon any item presented. However, both parties agree to discuss informal grievances and complaints.

Technical Unit

ARTICLE 11

RATES OF PAY AND WORK SCHEDULES

Section 11.1 Pay Rates and Cost of Living Adjustments.

11.1(a)  The minimum salary will be the Salary Reference Table minimum values as established by the Company, for each Salaried Job Classification identified in Appendix B.

11.1(b)  The Company will establish four salary review adjustment funds in accordance with the dates set forth in Table I:

TABLE I

SALARY REVIEW ADJUSTMENT FUND PERIODS
AND INCREASE PERCENTAGES

Review Period	Fund Computation Date	Increase Effective Date	Salary Adjustment Fund	Minimum Increase Percentage
1	1/30/09	2/27/09	5.0%	2.5%
2	1/29/10	2/26/10	5.0%	2.5%
3	1/28/11	2/25/11	5.0%	2.5%
4	1/27/12	2/24/12	5.0%	2.5%

11.1(b)(1)  Base salaries of eligible employees will be increased from a fund computed by multiplying the Salary Adjustment Fund by the total salaries of eligible employees. All eligible employees will participate in the salary review with minimum increases given as indicated in Table I. All increases will be effective on the Increase Effective Date of the review period. Eligible employees are defined as follows:

· Hired before November 1^st of each year^; and

· Classified in the bargaining unit on both the Fund Computation Date and the Increase Effective Date.

Employees on leave of absence for less than 180 days as of the Fund Computation Date are included in the Salary Review exercise.

11.1(c)  Cost of Living Adjustments.

11.1(c)(1)  Employees eligible to participate in the selective adjustment funds under 11.1(b) may also receive Cost of Living Adjustments to the extent such adjustments become effective under and in accordance with all of the terms, conditions and limitations stated in 11.1(c). The terms, definitions, and limitations stated in 11.1(b) and 11.1(c) also apply to such adjustments. Cost of Living Adjustments would be delivered to each eligible employee separately from those selective adjustment funds derived in 11.1(b). Cost of Living Adjustments would be effective on the dates specified in Table I.

11.1(c)(2)  Determination of Cost of Living Adjustments shall be made in reference to the series U.S. city average "Consumer Price Index Urban Wage Earners and Clerical Workers" published by the Bureau of Labor Statistics, U.S. Department of Labor, with the following base period: 1982-1984 = 100, such Index being referred to herein as the BLS Index.

11.1(c)(3)  Computations will be made using the three-month average of the BLS Index for July, August and September, 2008 (215.5), as the base period.

11.1(c)(4)  During the life of this Agreement, Cost of Living Adjustments shall be computed using the three-month average of the BLS Index for the periods specified in Table II and the corresponding BLS Index threshold values expressed as percentage increases over the 2008 base period. The formula will be: percentage of Cost of Living Adjustment equals fifty (50) percent of the percentage increase in the BLS Index, from the 2008 base period to the BLS Index Comparison Quarter, that exceeds the BLS Index Threshold Percentage shown in Table II. In order to preclude recognition, on more than one effective date, of the same percentage increase in the BLS Index, any recognition on one effective date of a percentage increase over the applicable BLS Index Threshold Percentage will cause that percentage to be set aside and disregarded in ensuing computations. [e.g., if the BLS Index for October, November, and December, 2008 represented a 12 percent increase over the base period (yielding a 1.0 percent Cost of Living Adjustment effective 2/27/2009), no Cost of Living Adjustment would result for the 2/26/2010 effective date unless, and to the extent, the BLS Index for October, November, and December, 2009 represented an increase in excess of 22 percent over the base period.] BLS Index three-month averages, BLS Index increase percentages, and salary increase percentages will be rounded to the nearest tenth, with five hundredths rounded upward to the nearest tenth.

TABLE II

Effective Date of Adjustment	BLS Index Comparison Quarter	BLS Index Threshold Percentage
2/27/2009	Oct, Nov, Dec 2008	10%
2/26/2010	Oct, Nov, Dec 2009	20%
2/25/2011	Oct, Nov, Dec 2010	30%
2/24/2012	Oct, Nov, Dec 2011	40%

11.1(c)(5)  In connection with each of the effective dates in Table II, the computations set forth in 11.1(c)(4) will be made.

11.1(d)  For payroll computation purposes, hourly rates of pay will be computed on the basis of 2080 compensable hours each calendar year.

Section 11.2 Overtime.

11.2(a)  The Company will attempt to meet its overtime requirements on a voluntary basis among the employees. In the event there are insufficient volunteers to meet the requirements, management may designate and require the necessary number of employees to work the overtime.

11.2(b)  Category 1 Schedules. For time worked in excess of 40 compensated hours in a work week, other than the 2nd day of rest, an employee shall be paid one and one-half times his or her base rate. All time worked on the second day of rest will be paid at double his or her base rate after 40 compensated hours in that work week. All overtime worked in excess of 12 hours in a workweek will be paid at double his or her base rate.

11.2(c)  Category 2 Schedules. For time worked in excess of scheduled and compensated hours in a work week, other than the 2nd day of rest, an employee shall be paid one and one-half times his or her base rate. All hours worked on the second day of rest will be paid at double his or her base rate after scheduled and compensated hours in a workweek. All overtime worked in excess of 12 hours in a workweek will be paid at double his or her base rate.

Section 11.3 Temporary Military Leave. An employee who is a member of a reserve component of the Armed Forces, who is absent due to required active annual training duty or temporary special services duty, active duty, annual active duty, or temporary special duty shall be paid his or her normal straight time earnings, including shift differential where applicable, up to a maximum of 80 hours each military service fiscal year. The amount due the employee under this 11.3 shall be reduced by the amount received from the government body identified with such active or temporary special duty, for the period of such duty (up to the maximum period mentioned above). Such items as subsistence, uniform, and travel allowance shall not be included in determining pay received from the state or federal government. An employee who elects to work or use available Company paid holidays during the 90 calendar days of military leave, vacation credits, or sick leave credits while on temporary active duty shall not be eligible for military pay differential for that period.

Members of a reserve component of a uniformed service ordered to annual active duty are eligible for military differential pay up to a maximum of 80 hours each military fiscal year (October 1 – September 30) or longer if required by applicable laws.

Members of a reserve component of a uniformed service ordered to temporary special duty under Military U.S. Code Title 10 or mobilized by the applicable state agency are eligible for military differential pay up to a maximum of 90 calendar days for each occurrence. Extension of military differential pay beyond 90 days may be approved on a case-by-case basis for each call-up. This approval will be based on the call-up and not on an individual employee basis. Military differential pay will end upon the employee’s release from active duty.

Employees will retain all compensation received from the uniformed services. If this compensation is less than their regular Company pay (base rate plus applicable additives), the Company will provide pay equal to the difference between the employee’s base rate (plus applicable additives) and the compensation received form the uniformed services. This pay will be provided upon receipt of the employee’s leave and earnings statement. Subsistence (does not include quarters), uniform, and travel allowances will not be included in determining military pay.

Section 11.4 Jury Duty and Witness Service. Time off with pay will be granted for absence necessary for an employee to perform jury duty or witness service. The employee will retain all fees received. Time off with pay, unless required by applicable law, will not be granted if the employee:

1. Is subpoenaed as a witness against the Company or its interests.

2. Is subpoenaed as a witness as a direct party in the action.

3. Voluntarily seeks to testify as a witness.

4. Is subpoenaed as a witness in a case arising from or related to the employee’s outside employment or outside business activities.

Section 11.5 Work Schedules and Shifts.

11.5(a)  Each employee working full time shall be assigned one of the following work schedules:

(1) Category 1 Weekday Schedule: 40 hours in a workweek with regular workdays during the Monday through Friday period.

(2) Category 1 Weekend Schedule: 40 hours in a workweek with Saturday and/or Sunday as a regular workday.

(3) Category 2 Weekday Schedule: Less than 40 hours in a workweek with regular workdays during the Monday through Friday period.

(4) Category 2 Weekend Schedule: Less than 40 hours in a workweek with Saturday and/or Sunday as a regular workday.

Schedule Hours	Category One Schedules of 40 hours in a work week		Category Two Schedule with fewer than 40 hours in a work week
Schedule Type	Weekday	Weekend	Weekday	Weekend
Shift	Incentives
First	None	Weekend Rate	Schedule Factor	Weekend Rate Schedule Factor
Second	Shift Rate	Shift Rate Weekend Rate	Shift Rate Schedule Factor	Shift Rate Weekend Rate Schedule Factor
Third	Shift Rate Shift Percentage	Shift Percentage Shift Rate Weekend Rate	Shift Rate Schedule Factor	Shift Rate Weekend Rate Schedule Factor

Incentives Definitions

Shift Percentage Maintains “equity” with 3rd shift 6.5 hour schedule	Shift Rate Working other than 1st shift	Weekend Rate Working on a Saturday/Sunday as a regular day	Schedule Factor Works less than 40 hours, paid for 40
23%	$1.00 per hour	Sat. or Sun. $2.00 Sat. & Sun. $3.00	Pay period hours/ Scheduled hours

11.5(b)  Employees may, at their request and with management’s approval, work any of the above schedules. Management will staff Weekend Schedules with volunteers.

11.5(c)  Employees may, at their request and with management’s approval, make a temporary modification of their work schedule through movement of hours from one day to another within a 40-hour workweek. Employees whose fourteen-day work schedule provides an alternating weekday off through a pattern of fixed nine-hour days followed by an eight-hour day (commonly referred to as a “9/80” work schedule) may not redistribute their hours.

11.5(d)  The Company will attempt to establish work schedules with at least two (2) days designated as days of rest.

11.5(e)  Lunch Periods. Each employee shall be assigned to a definite shift with designated beginning and ending times. All work schedules provide a fixed unpaid meal period to start not more than five (5) hours after start time, consisting of a forty-minute lunch period, ten (10) minutes of which shall be paid time and thirty minutes of which shall be unpaid. Employees working in excess of an eleven-hour shift are entitled to a second unpaid meal period, to start not more than eight (8) hours after start time, consisting of a minimum of thirty minutes. Meal periods will be paid if the employee is not fully relieved of his or her duties.

11.5(f)  Shifts. The Company may assign an individual employee or groups of employees to any shift to meet operational requirements. The following shift identification will apply:

(1) First shift: Begins at any time from 4:00 a.m. to 11:59 a.m.

(2) Second shift: Begins at any time from 12:00 noon to 7:59 p.m.

(3) Third shift: Begins at any time from 8:00 p.m. to 3:59 a.m.

11.5(g)  Report Time. A full-time employee who, in accordance with instructions, reports for work on his or her assigned shift will be paid at base salary and any applicable shift bonus for no less than the scheduled hours for that shift. If the employee works his or her assigned shift or portion thereof and also reports, in accordance with instructions, for one or more additional separate work periods on the same day, he or she will receive a minimum of four (4) hours pay at base salary for each such work period. If a full-time employee, in accordance with instructions, reports for one work period on a scheduled day of rest or on a holiday, he or she will receive a minimum of eight (8) hours pay at base salary for that work period. If the employee, in accordance with instructions, reports for one or more additional separate work periods on the day of rest or holiday, he or she will receive a minimum of four (4) hours pay at base salary for each such work period. These minimum report time requirements will not apply in case of emergency shutdown arising out of any condition beyond the Company's control. Employees who leave work of their own volition or because of incapacity (other than industrial injury or illness), or are discharged or suspended after beginning work, will be paid only for the number of hours actually worked during that day.

11.5(h) Company Travel. Travel time includes the time required by the public carrier that the traveler must check-in prior to actual departure. Travel time is normally paid up to the maximum number of hours in a regular work shift for each day of travel. If the employee starts work immediately upon completion of travel, all such hours are additive and will be compensated at the appropriate rate. Reference PRO-5495 for additional guidance.

Section 11.6 Incentives.

11.6(a)  An employee assigned to the second or third shift shall receive a shift rate incentive of $1.00 per hour which shall be added to his or her base salary and made a part thereof.

11.6(b)  An employee assigned to either Saturday or Sunday as a regular day of work shall receive $2.00 per hour added to his or her base salary and made a part thereof while so assigned. An employee assigned to both Saturday and Sunday as regular days of work shall receive $3.00 per hour added to his or her base salary and made a part thereof.

11.6(c)  Employees assigned to a Category 2 Schedule shall receive a schedule factor incentive equivalent to the difference between the hours scheduled and forty hours in a workweek.

11.6(d)  Employees assigned to a Category 1 schedule and identified to receive the “shift percentage” shall receive twenty-three percent (23%) of their base rate, which shall be added to their base salary and made a part thereof.

Section 11.7 Promotions and Salary Adjustments.

For each review period below, the Company will spend at least one half of one percent (0.5%) of the total unit salaries as of the computation date of the review period on either adjustments in salary accompanied by a change in classification (promotion); or adjustments in salary outside of the annual salary review (Out of Sequence Selective Adjustment) or any combination of the two. In the event less than 0.5% is spent during the review period, the delta between the actual expenditure and 0.5% will be added to the next salary adjustment fund. The minimum promotion increase will be $2,500.

There will be no selective adjustments or in-line promotions outside the competitive job selection process during the period scheduled by the Company for salary review (typically January 1 through mid-April).

Review Period	Start Date	Computation Date	End Date
One	December 2, 2008	January 30, 2009	December 31, 2009
Two	January 1, 2010	January 29, 2010	December 31, 2010
Three	January 1, 2011	January 28, 2011	December 31, 2011
Four	January 1, 2012	January 27, 2012	October 6, 2012

Section 11.8 Part-Time Employees. Any employee whose work schedule consists of a seven-day cycle with fixed days and hours of work that are less than 40 hours over a regular workweek, or a fourteen-day cycle with fixed days and hours of work that are less than 80 hours over two (2) regular workweeks, and is not on a Category 2 Schedule, shall be considered as a part-time employee and shall be subject to all provisions of this Agreement except as otherwise provided in (1) through (5) below.

(1) Shifts and lunch periods for part-time employees will be assigned in accordance with Company procedures and will not be subject to 11.5(e), 11.5(f), and 11.5(g). Meal periods will be paid if the employee is not fully relieved of his or her duties.

(2) Work Schedule Incentives. Employees assigned to second or third shift may receive a shift rate and a schedule factor incentive. Employees are not eligible to receive the weekend rate incentive.

(3) Holidays. Employees are eligible for holiday pay if they are scheduled to work 20 or more hours in a seven-day cycle or 40 or more hours in a fourteen-day cycle. Payment will be four (4) hours of holiday pay for each company holiday, regardless of the calendar day or hours scheduled on the respective holiday.

(4) Overtime. The provisions of 11.2 do not apply to part-time employees. Employees will be paid overtime for hours in excess of 40 compensated hours in a workweek. All overtime, except on holidays, will be paid at time and one-half. Hours worked on a holiday will be paid at double time.

(5) Jury Duty and Witness Service. Employees are eligible for jury duty and witness service if they are scheduled to work 20 or more hours in a seven-day cycle or 40 or more hours in a fourteen-day cycle. Payment will be four (4) hours for each day served, regardless of calendar day or hour scheduled.

Section 11.9  Direct Deposit.

11.9(a)  In states where mandatory direct deposit is permitted by law, paychecks will be delivered via direct deposit by Thursday of every second week.

11.9(b)  For employees working in other states, paychecks shall be delivered via direct deposit on or before Thursday of every second week, or placed in the U.S. mail on or before Tuesday of every second week.

Engineering and Technical Units

ARTICLE 12

UNION OFFICIALS

Section 12.1 Accredited Representatives.

12.1(a)  The Union shall inform the Company in writing of the names and positions of its officials and, currently, any changes thereto. Only persons so designated to the Company will be accredited as representatives of the Union. Accreditation shall be effective on the third day following the Company's receipt of the notification.

12.1(b)  Solicitation of Union membership, collection or checking of dues, or reading of Union newsletters or publications will not be permitted during working time. Distribution of Union newsletters or publications will not be made during working time or in work areas. The Company agrees not to discriminate in any way against any employee for legitimate Union activity, but such activity shall not be carried on during working time except as specifically provided for in this Agreement.

12.1(c)  Each employee, before leaving his or her assigned work on Union business, shall have authorization therefore from the Union and shall notify his or her supervisor prior to taking such leave. The Union shall provide to the designated Company Representative oral confirmation of such authorization at least one day prior to such leave and written confirmation immediately thereafter. Such unworked time, limited to regular working hours, shall be charged to a special charge account number and the Union agrees to reimburse the Company at the employee's regular hourly rate for all such time so spent.

12.1(d)  Grievance and Contract Administration.

12.1(d)(1)  The Union shall investigate and adjust grievances and perform contract administration, in the work area, exclusively through Council Representatives (who shall be employees), Executive Board Members and Union Staff Representatives.

12.1(d)(2)  Each Executive Board Member and Council Representative shall notify and obtain permission from his or her supervisor before leaving the work assignment for the purpose of investigating complaints or claims of grievance on the part of employees in his or her work area. Such permission shall be granted except where the supervisor considers such absence would seriously interfere with the performance of the group of which the representative is a part. Time spent on such approved investigations and discussions shall be considered work time provided such activity does not extend beyond the time that the supervisor considers reasonable under the circumstances. Any Executive Board Member and Council Representative in the conduct of his or her investigation, and before contacting an employee, shall obtain permission of the supervisor of such employee and advise the supervisor of the nature of the complaint or grievance and the estimated time required for the discussion. Such permission shall be granted except where the visit would seriously interfere with the work of the group. Except as provided in 12.1(e) and 10.1(a), all time spent performing such Union business as well as time spent in joint committee and partnership activities shall be handled in accordance with the Company’s overhead charging process and shall not be docked from the employee’s pay.

12.1(d)(3)  Access by Union Staff Representatives and non-Employee Executive Board members shall be governed by 12.2 below.

12.1(e) Leave of absence of at least 30 days without pay shall be granted for the following reasons:

12.1(e)(1)  Full-time employment by the Union or its national organization;

12.1(e)(2)  Union business authorized by the Executive Board and approved in writing by the designated Company Representative, which approval shall not be withheld absent legitimate business circumstances.

The Company will reinstate employees on such leaves at not less than his or her former level and salary plus any general salary increases which occurred during the period of the leave of absence.

12.1(f)  The parties agree that as a general rule, union officials should not be negatively impacted with regard to: retention, selective salary, and performance evaluation exercises for their time spent in the execution of union-related activities.

The Company and the Union recognize that the elected Union representative has a defined work assignment that may include a reasonable amount of Union Business. If the Company determines that the performance of union-related activities begins to negatively impact the overall work statement, the Company and the Union agree to work together to adjust the union official's work statement or union activities, or both.

The resulting actions from 12.1(f) will be exempt from Article 3.

12.1(g) Executive Board and Council.

12.1(g)(1)  The Union may designate one Council Representative for each 200 employees, or major fraction thereof, in each Major Organization in the bargaining unit, plus one Council Representative for each mutually agreed outplant location with fewer than 100 employees. In unique circumstances where maintaining such a ratio creates a hardship to the Union, the Company will give due consideration to a written request from the Union for a waiver of the ratio requirement.

12.1(g)(2)  The parties will review annually, prior to Council elections, the number of Council Representatives allowed under 12.1(g)(1). The number agreed upon as contractually allowable during these reviews may not be reduced prior to the next such review except by mutual agreement of the parties. Any increases to the number of Representatives must be in accordance with 12.1(g)(1) and is also subject to mutual agreement of the parties.

12.1(g)(3)  No more than seven Executive Board members shall at any time be accepted by the Company as accredited representatives of the Union.

12.1(g)(4)  In the absence of a Council Representative for any reason, the Union may designate a temporary substitute.

12.1(h) Protection of Union Officials.

12.1(h)(1)  Executive Board members and Council Representatives shall not be laid off during their respective terms of office except as described herein.

12.1(h)(1)a Council Representatives will be given a retention rating while serving during their term of office that will be adjusted to indicate that the employee has the highest retention rating in the applicable job family, skills management code. So rated, the Representatives will be subject to all terms and conditions of Article 8 of the parties' Agreements. Once the Representatives are no longer in office, the retention rating will be readjusted to the otherwise applicable rating.

12.1(h)(1)b  If Council Representatives are relocated, due to transfer or otherwise, out of the district in which they were elected, the Representatives will continue to be protected from layoff for the balance of their term of office so long as they remain recognized members of the Council. Each designated Council position can be filled by only one member.

12.1(h)(1)c  Layoff protection does not apply to Council Representatives who, at the time of election or appointment, have received an active advance notice of potential layoff, unless the Representative is running for reelection to a consecutive term of office.

12.1(h)(1)d  Nothing herein precludes a Council Representative from requesting a voluntary or accelerated layoff.

12.1(h)(2) In the event management deems it necessary to involuntarily transfer or loan a Council Representative, and other employees then represented by the Council Representative would remain in the same job family and skills management code, when practicable the Company will inform the Union of the proposed transfer or loan thirty days prior to its effective date and will discuss with the Union the feasibility of transferring or loaning another employee.

Section 12.2 Union Staff Representatives and Non-Employee Executive Board Members – Access to Plants. Union Staff Representatives and Executive Board Members not employed by the Company (hereinafter “Representatives”) will be permitted access during working hours to areas in the Company's facilities where employees in the bargaining units defined in Article 1 are assigned, to the extent government and customer regulations permit. Such access shall be only for the purpose of investigating complaints or claims of grievance on the part of employees or the Union and shall be subject to the following:

12.2(a)  The Company shall be required to admit only those Representatives who have been agreed to in writing or as may be agreed to by the Company throughout the remainder of the Agreement. Except for visits to the Corporate Employee Relations Offices, Representatives shall notify the designated Human Resources organization of their contemplated visits.

12.2(b)  Representatives who are entitled to admittance to the Company's facilities shall sign in where required through the Company designated organization at the plant or facility they desire to enter. Upon being admitted, they shall proceed to the organization they wish to visit, contact the supervisor then present, inform him or her of the purpose of their visit and obtain his or her permission prior to contacting any employee in such organization. Such permission will be granted except where there is a substantial reason for delaying the contact due to safety conditions or the fact that a critical operation is in process. Upon leaving the plant or facility they shall sign out where required and return any temporary identification badges which were issued for the purpose of the specific visit.

12.2(c)  The Company shall supply identification badges so that each Representative can have access during working hours to the areas in which Bargaining Unit employees are assigned. Representatives may retain their badges affording such access during the period they are assigned such duties by the Union, subject to 12.2(a), 12.2(b), and 12.2(d) of this Agreement.

12.2(d)  Representatives who fail to comply with provisions of 12.2 shall forfeit their admittance rights.

Section 12.3 Union Staff Representative, Executive Board Member or Council Representative Security Interviews. Each employee has the right, during a Security interview which the employee reasonably believes may result in discipline, to request the presence of his or her Union Staff Representative, Executive Board Member or Council Representative, if the Union Staff Representative, Executive Board Member or Council Representative is available. If his or her Union Staff Representative, Executive Board Member or Council Representative is not available, such employee may request the presence of another immediately available Union Staff Representative, Executive Board Member or Council Representative. If a Union Staff Representative, Executive Board Member or Council Representative, pursuant to the employee's request, is present during such an interview, the Union Staff Representative, Executive Board Member or Council Representative, in addition to acting as an observer, may, after the Security representative has completed his or her questioning of the employee, ask additional questions of the employee in an effort to provide information which is as complete and accurate as possible. The Union Staff Representative, Executive Board Member or Council Representative shall not obstruct or interfere with the interview.

Engineering and Technical Units

ARTICLE 13
UNION SECURITY

Section 13.1 Union Membership. Subject to 13.2 below, and unless otherwise prohibited by applicable state law, all employees within the bargaining units defined in 1.1 shall pay dues or an agency fee to the Union within 31 days following the beginning of such employment, or within 31 days following the execution of this Agreement, whichever is later, and shall thereafter maintain their dues or agency fee paying status in good standing during the life of this Agreement, as a condition of continued employment.

Section 13.2 Satisfaction of Obligation. Employees who, under 13.1, are required to pay dues or an agency fee to the Union may satisfy that obligation by periodically, but not less than quarterly, tendering to the Union an amount equal to the Union’s regular and usual monthly dues.

Employees who demonstrate sincere religious objection to the payment of such dues or an agency fee may satisfy their obligations under 13.1 by paying sums equal to the Union’s regular and monthly dues to a tax-exempt nonreligious, nonlabor charitable organization.

Section 13.3 Failure to Satisfy Obligations. In the event an employee who, as a condition of continued employment, is required under this Article to pay dues or an agency fee to the Union but fails to do so, the Union will notify the Company in writing through the Company Offices Union Relations Office, or through such other office as may be designated by the Company, of such employee’s delinquency. The Company agrees to advise such employee that his/her employment status with the Company is in jeopardy and that his/her failure to meet this obligation under this Article within five days will result in the termination of his/her employment.

Section 13.4 State Laws. In regard to employees within those collective bargaining units covered by this Agreement that are in states where application of a union security provision such as that stated in 13.1 is not legally permitted as of the effective date of this Agreement: In the event the application of such provision was to become permissible in such state during the effective period of this Agreement, such provision then would become applicable to the affected collective bargaining unit in that state, and the date that such provision became permissible would be used instead of the effective date of this Agreement.

Section 13.5 Payroll Deduction for Union Dues. The Company shall make payroll deductions for the Union’s regular and usual monthly dues or agency fee, upon receipt by the office designated by the Company of a voluntary written assignment from the employee covering such deductions on a form mutually agreed to by the Union and the Company. The list of such deductions will be itemized to include each such employee’s permanent employee number, name, and amount of deduction, and such itemization will be forwarded to the Union. The regular and usual monthly dues shall either be in amounts that are specified on such assignments, or pursuant to a written formula, submitted by the Union to the Company which, in either case, the Company has approved in writing in advance as being administratively practicable. The Company agrees to make monthly payroll deductions for Union dues for those employees on travel assignment scheduled to be 90 days or less who have a valid authorization card on file, regardless of the employee’s payroll classification while on such assignment.

Section 13.6 Carry-over of Authorizations between Bargaining Units. The Company will carry over dues authorizations of employees among and between the bargaining units represented by the Union, i.e., where a valid authorization card is on file with the Company for an employee within a Union bargaining unit and the employee thereafter is transferred directly to one of the other Union bargaining units and the employee has not in the meantime canceled the authorization. The Company will also resume dues deductions on behalf of employees who leave the bargaining unit and return within a 180-day period and have a valid dues deduction authorization on file.

Section 13.7 Indemnity and Waiver of Claims. The Union will indemnify and hold the Company harmless from and against any and all claims, demands, charges, complaints or suits instituted against the Company which are based on or arise out of any action taken by the Company in accordance with or arising out of the foregoing provisions of this Article 13. Both the Company and the Union will utilize due diligence in administering and reviewing, respectively, the dues deduction system. In the event the Union discovers administrative errors in the Company’s administration of the system, the Union will give the Company prompt and timely notice of same, whereupon the Company will endeavor to make reasonable administrative corrections consistent with applicable state and federal law. Respecting Company administration of the system, the Union expressly waives as against the Company any and all claims, demands, suits, or other forms of liability that may arise out of or by reason of good faith action taken or not taken by the Company for purposes of complying with this Article.

Engineering and Technical Units

ARTICLE 14

STRIKES AND LOCKOUTS

Section 14.1 Strikes and Lockouts. The Union agrees that during the term of this Agreement, and regardless of whether an unfair labor practice is alleged, (a) there shall be no strike, sit-down or walk-out and (b) the Union shall not directly or indirectly authorize, encourage or approve any refusal on the part of employees to proceed to the location of normal work assignment where no rare or unusual physical hazard is involved in proceeding to such location. Any employee who violates this clause shall be subject to discipline. The Company agrees that during the term of this Agreement there shall be no lockout of employees covered by this Agreement. Any claim by the Company that the Union has violated this Article or any claim by the Union that the Company has violated this Article shall not be subject to the grievance procedure or arbitration provisions of this Agreement and the Company or the Union shall have the right to submit such claim to the courts.

Engineering and Technical Units

ARTICLE 15

VOLUNTARY INVESTMENT PLAN

Section 15.1 Continuation of Plan. Subject to the continuing approval of the Commissioner of Internal Revenue and of other cognizant governmental authorities, as more particularly hereinafter specified, and to the provisions of 15.5, a Voluntary Investment Plan (hereinafter call the Plan) in the form as now in effect as to the employees within the units to which this Agreement relates shall continue to be effective while this Agreement is in effect as to such employees in accordance with and subject to the terms, conditions and limitations of the Plan.

Section 15.2 Approval of Plan. Approval of the Plan by the Commissioner of Internal Revenue as referred to in 15.1 means a continuing approval sufficient to establish that the Plan and related trust or trusts are at all times qualified and exempt from income tax under Section 401(a), Section 401(k) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 15.1 include, without limitation, the Department of Labor and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

Section 15.3 Continuation Beyond Agreement. The Company shall not be precluded from continuing the Plan in effect as to employees within the units to which this Agreement relates after expiration or termination of this Agreement, subject to the terms, conditions, and limitations of the Plan.

Section 15.4 Plan Updates. The parties agree that innovations in technology and administrative practices can give savings plan participants better access to information about their benefits, increased investment options, timely on-line transaction capability and enhanced administrative features. Accordingly, when the company identifies administrative services that in its estimation reflect industry best practices, the Employee Benefit Plans Committee has discretion to adopt these changes to the Savings Plan. The Company will notify the Union in advance of implementation of any changes adopted by the Employee Benefit Plans Committee.

Section 15.5 Company Matching Contributions and Employee Elective Contributions. The Company matching contribution shall be equal to 75% of the first 8% of the employee base pay contribution for employees.

Section 15.6 Changes to the Current Plan. Subject to action by the Company's Board of Directors (or its delegate) and to the approvals specified in 15.2, all provisions of the Plan applicable to employees covered by this Agreement are to remain unchanged with the exception of the following amendments, effective January 1, 2009.

15.6(a) Employees may contribute up to 25% of base pay on a pre-tax basis, an after tax basis, or a combination of both, in 1% increments.

Section 15.7 Required Plan Amendments. The Company reserves the right to amend the Plan to satisfy all requirements and laws applicable to the Plan, including but not limited to Section 401(a), Section 401(k) or any other applicable provision of the Internal Revenue Code of 1986, as amended, or to satisfy fiduciary duties under the Employee Retirement Income Security Act of 1974, as determined by the Company, or to satisfy federal and state securities laws.

Section 15.8 Participant Elective Contributions Not Applicable for Other Purposes. It is acknowledged that the election of a Member to convert a portion of his or her base pay under the terms of the Plan will be effective for purposes of this Plan and will reduce the Member's compensation insofar as certain payroll taxes may be applicable. However, for all other employment related purposes, including all of the Member's rights and privileges under this labor agreement, his or her base pay or compensation will be considered as though no election had been made.

Technical Unit

ARTICLE 16
GROUP BENEFITS

Section 16.1 Type of Group Benefits Package for Employees on the Active Payroll. The Company will continue until June 30, 2009, the Group Benefits Package agreed to in the collective bargaining agreement of December 2, 2005, between the Company and the Union. Thereafter, the Company will provide the Life Insurance benefits, Accidental Death and Dismemberment benefits, Short Term Disability benefits, Medical benefits, and Dental benefits for eligible employees and Medical benefits and Dental benefits for covered dependents of eligible employees as summarized in the document entitled Attachment A, effective July 1, 2009, or as otherwise stated, as the Group Benefits Package. The Company will provide access to the following plans on an optional basis: Supplemental AD&D Plan, Long Term Disability Plan, and Health Care and Dependent Care Spending Account Plans.

Section 16.2 Cost of the Group Benefits Package for Employees on the Active Payroll.

16.2(a) Life, Accidental Death and Dismemberment, and Short Term Disability Benefits. The Company will pay the full cost of the Life Insurance, Accidental Death and Dismemberment, and Short Term Disability Plans for eligible employees.

16.2(b) Medical Benefits.

16.2(b)(1)  The Company and the Union are committed to controlling health care costs through joint efforts under the Joint Benefits Discussion Group. In support of these efforts, the Company will continue to share the cost of medical coverage with employees.

16.2(b)(2)  Effective July 1, 2009, in regions where employees may choose between coordinated care, exclusive provider organization/health maintenance organization plans or the Traditional Medical Plan, the Company will pay the full cost of a Company designated plan in the applicable region for eligible employees and dependents. For those employees and dependents whose coverage is with another plan, employees will contribute on a pretax basis 12% of the cost of the plan the employee chooses.

16.2(b)(3)  In regions where neither coordinated care nor exclusive provider organization/health maintenance organization plans are available, the Company will pay the full cost of the Traditional Medical Plan for eligible employees and dependents.

16.2(b)(4) Effective January 1, 2010, the Company will pay the full cost of the PPO+Account for eligible employees and dependents.

16.2(b)(5)  The employee is required to contribute an additional $100 each month for medical coverage under the Group Benefits Package to enroll a spouse or same-gender domestic partner if the spouse or same-gender domestic partner is eligible for medical coverage under another employer-sponsored plan and waives such coverage. This $100 contribution will not be required for a spouse or same-gender domestic partner who waived coverage under another employer-sponsored plan prior to eligibility for medical coverage under the Group Benefits Package, provided the spouse or same-gender domestic partner enrolls at the other plan’s next enrollment period or, if earlier, at an enrollment date allowed by the other plan.

16.2(c) Dental Benefits. The Company will pay the full cost of the Preferred Dental Plan, the Scheduled Dental Plan or Prepaid Dental Plan.

Section 16.3 Type of Retiree Medical Plan.

16.3(a) The Company will continue until June 30, 2009, the Retiree Medical Plan agreed to in the collective bargaining agreement of December 2, 2005, between the Company and the Union. For employees who are hired prior to January 1, 2007 and covered on or after January 1, 2007, the Company will provide for the duration of this Agreement the medical benefits for eligible retired employees and for covered dependents of eligible retired employees as summarized in the document entitled Attachment B, effective July 1, 2009, or on such later date when specifically stated therein and subject to all of the terms and conditions contained in or referred to in such Attachment B. The Company will also provide employees hired prior to January 1, 2007, access to the Medicare Supplement Plan.

Section 16.4 Cost of the Retiree Medical Plan. The Company will share the cost of medical coverage for current and future eligible retired employees, as follows:

16.4(a)  Effective July 1, 2003, Company and retired employee contributions will be as follows:

For any coordinated care plan, exclusive provider organization/health maintenance organization plan coverage or the TRICARE Supplement Plan, retired employees will contribute $10 for a retired employee only, $20 for a retired employee and spouse or same-gender domestic partner, $20 for a retired employee and child(ren), or $30 for a retired employee and family. For Traditional Medical Plan coverage, retired employees will contribute $20 for a retired employee only, $40 for a retired employee and spouse or same-gender domestic partner, $40 for a retired employee and child(ren), or $60 for a retired employee and family. The Company will pay the cost of each plan in excess of the amount contributed by retired employees.

16.4(b)  For employees who are hired from January 1, 1993 through December 30, 2006, the Company contributions are limited to three and one-third percent of the cost of the coordinated care plan, exclusive provider organization and/health maintenance organization plan, Traditional Medical Plan, or TRICARE Supplement Plan the retired employee chooses per year of service for the duration of the Agreement. Those retired employees pay the difference (the cost of the plan minus the Company contributions). However, they must make contributions not less than the amount specified in 16.4(a).

16.4(c)  The retired employee is required to contribute an additional $100 each month to enroll a spouse or same-gender domestic partner in the Retiree Medical Plan if the spouse or same-gender domestic partner is eligible for medical coverage under another employer-sponsored plan as an active employee and waives such coverage.

16.4(d)  Company contributions will be made only for an eligible retired employee who retires during the term of this Agreement, provided the employee meets the eligibility requirements of the Retiree Medical Plan and is retired from or is deferring receipt of benefit payments from The Boeing Company Employee Retirement Plan, and either authorizes deduction of the balance of plan rates, if any, from his or her retirement check or agrees to make timely self-payments for such coverage. Such Company contribution will continue for an eligible retired employee or eligible spouse or same-gender domestic partner reduced by retired employee contributions required under 16.4(a) and 16.4(b) and the spouse or same-gender domestic partner contribution in 16.4(c), if any, until such eligible person attains 65 years of age or is earlier eligible for Medicare or until this Agreement expires, if earlier, and for a dependent child, until such dependent child is no longer an eligible dependent or earlier qualifies for Medicare, or until this Agreement expires, if earlier.

Section 16.5 Details and Method of Coverage. The benefits summarized in the Group Benefits Package and the Retiree Medical Plan shall be procured by the Company under contracts and/or administrative agreements with insurance companies, health care contractors, or administrative agents which will be in the form customarily written by such carriers and administrative agents, and the Group Benefits Package and Retiree Medical Plan shall be subject to the terms and conditions of such contracts and/or administrative agreements, consistent with the summary in the Group Benefits Package or Retiree Medical Plan.

Such contracts and/or administrative agreements will require the administrative agents to develop various programs and procedures designed to contain costs based on those portions of the Group Benefits Package and the Retiree Medical Plan which contain the requirement that charges are covered only on the basis of medical necessity. Such cost containment programs or procedures may be utilized to determine the medical necessity of the treatment itself, the appropriateness of the services provided, and the place of treatment or the duration of treatment. The administrative agents and the Company will announce each such program or procedure before it is required or available to the affected employees or retirees. Any such cost containment program or procedure will not operate to reduce or deny the benefit properly due or to shift the costs covered under the Plans to any eligible active employee or employee who retires during the term of this Agreement, or to his or her dependants.

The failure of an insurance company, health care contractor, or administrative agent to provide any of the benefits for which it has contracted shall result in no liability to the Company, nor shall such failure be considered a breach by the Company of the obligations that it has undertaken by this Agreement. However, in the event of any such failure, the Company shall immediately evaluate the need to replace the services of such insurance company, health care contractor, or administrative agent.

Section 16.6 Administration. The Group Benefits Package and the Retiree Medical Plan shall be administered by the insurance companies, health care contractors, or administrative agents with whom the Company enters into contractual relationships for the purpose of providing and/or administering the coverage contemplated by the Group Benefits Package or the Retiree Medical Plan and no question or issue arising under the administration of such Group Benefits Package or the Retiree Medical Plan or the contracts and/or administrative agreements identified therewith shall be subject to the grievance and arbitration procedures of Article 3 of this Agreement.

Section 16.7 Copies of Policies to Be Furnished to Union. Copies of the policies, contracts, and administrative agreements executed pursuant to this Article 16 shall be furnished to the Union and the coverages and benefits indicated in the Group Benefits Package or the Retiree Medical Plan, the rights of eligible employees in respect of such coverages, and the settlement of all claims arising out of such coverages shall be in accordance with the provisions, terms, and rules set forth in such contracts.

Section 16.8 Federal or State Packages. If during the term of this Agreement there is mandated by federal or state government a program that affords to employees and/or retirees covered by this Agreement similar benefits (such as but not limited to medical benefits and dental benefits) to those that are afforded by this Agreement, benefits afforded by this Agreement will be replaced by such federal or state program. The Company will comply with the provisions for the furnishing of such program to the extent required by law. No question or issue regarding the level of benefits under the state or federal program will be subject to the grievance and arbitration procedures of Article 3 of this Agreement.

Engineering and Technical Units

ARTICLE 17

RETIREMENT PLAN

Section 17.1 Continuation of Plan. Subject to the continuing approval of the Commissioner of Internal Revenue and of other cognizant governmental authorities, as more particularly hereinafter specified, and to the provisions of 17.5, a Retirement Plan (hereinafter called the Plan) in the form now in effect as to the employees within the units to which this Agreement relates shall continue to be effective while this Agreement is in effect as to such employees in accordance with and subject to the terms, conditions, and limitations of the Plan.

Section 17.2 Approval of Plan. Approval of the Plan by the Commissioner of Internal Revenue as referred to in 17.1 means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 17.1 include, without limitation, the Department of Labor, the Pension Benefit Guaranty Corporation and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

Section 17.3 Continuation Beyond Agreement. The Company shall not be precluded from continuing the Plan in effect as to employees within the units to which this Agreement relates after expiration or termination of this Agreement, subject to the terms, conditions, and limitations of the Plan.

Section 17.4 Grievances as to the Plan. Only questions concerning the amount of Credited Service under the Plan that an employee has accumulated by reason of employment after the effective date of the Plan shall be subject to the grievance and arbitration procedure of Article 3.

Section 17.5 Changes to the Current Plan. Subject to action by the Company's Board of Directors (or its delegate) and to the approvals specified in 17.2, except as the parties may otherwise agree pursuant to any Letter of Understanding, as well as any changes required by applicable law, all provisions of The Boeing Company Employee Retirement Plan applicable to employees covered by this agreement are to remain unchanged with the exception of the following amendments:

17.5(a) Basic Benefit. The Basic benefit will be increased to $81 per month for all years of Credited Service for Employees on the active Payroll of the Company on or after January 1, 2009 (including those who retire from the employ of the Company on January 1,2009). Effective January 1, 2012, the Basic Benefit will be increased to $83 per month for all years of credited service for employees on the active payroll of the Company, or those on the authorized period of absence on or after January 1, 2012, (including those who retire from the employ of the Company on January 1, 2012).

Section 17.6 Administration of the Retirement Plan. The Company shall have the right to unilaterally make any changes in actuarial assumptions and funding methods, provided such changes are determined by the Plan’s enrolled actuary to be reasonable in the aggregate. The Company shall be entitled to unilaterally adopt such amendments to the Plan as may be required in order to obtain any approval referred to in 17.1 and described in 17.2 of the Agreement.

Engineering and Technical Units

ARTICLE 18

NON-DISCRIMINATION

Section 18.1 Non-Discrimination. All terms and conditions of employment included in this Agreement shall be administered and applied without regard to race, color, religion, national origin, status as a disabled or Vietnam era veteran, age, sex, marital status, sexual orientation, or the presence of a disability, except in those instances where age, sex or the absence of a disability may constitute a bona fide occupational qualification.

Administration and application of the Agreement that is not in contravention of federal or state law shall not be considered discrimination under this Article.

Section 18.2 Non-Discrimination Grievances. Notwithstanding any other provision of Article 3, a grievance alleging a violation of this Article 18 shall be subject to the grievance and arbitration procedure of Article 3 only if it is filed on behalf of and pertains to a single employee. Class grievances under this Article 18 shall not be subject to the grievance and arbitration procedure under this Agreement.

Engineering and Technical Units

ARTICLE 19

SEPARABILITY

Section 19.1 Separability. Should any part hereof or any provision herein contained be rendered or declared invalid by reason of any existing or subsequently enacted legislation or by any decree by a court of competent jurisdiction, such invalidation of any such part or portion of this Agreement shall not invalidate the remaining portions hereof and they shall remain in full force and effect.

Engineering and Technical Units

ARTICLE 20

ED WELLS PARTNERSHIP

A JOINT SPEEA/BOEING INITIATIVE

Section 20.1 Mission. The Company, the Union, and SPEEA-represented employees agree working together for their mutual benefit helps maintain competitiveness and technical excellence and creates a model for union/management collaboration to make Boeing a workplace of choice.

The Ed Wells Partnership develops and offers a suite of products and services to the technical workforce for the benefit of all stakeholders.

The Ed Wells Partnership will seek to develop and implement initiatives approved by the Joint Policy Board to achieve the following goals: Effective partnership; a skilled, motivated, productive and stable workforce; employability; lifelong learning; knowledge retention and sharing; and career development.

Section 20.2 Joint Policy Board. A Joint Policy Board will be established, comprised of an equal number of representatives of each party. The Board shall have responsibility for (1) providing the overall direction of the Ed Wells Partnership; (2) acting on the recommendations of the Joint Administrative Staff and providing oversight to the staff; and (3) determining the expenditure of funds provided to cover Ed Wells Partnership activities. The Board shall meet as required, but in no event less than quarterly.

Section 20.3 Joint Administrative Staff. The Company and the Union will appoint co-directors, who will assume responsibility for directing the Ed Wells Partnership activities. A Joint Administrative Staff shall be authorized by the Joint Policy Board and selected and managed by the co-directors within the budget as authorized by the Joint Policy Board.

Section 20.4 Meetings.

20.4(a)  In order to meet its goals and aims, the Union must be able to speak confidently and authoritatively for its bargaining unit membership. Therefore, time will be allowed during the first week of employment for new hires into the bargaining unit to meet with a Union representative and learn about the Union’s role in the Ed Wells Partnership, and by allowing regular quarterly meetings (up to two hours) of all Council Representatives on work time to discuss the issues facing the Partnership. The Joint Policy Board may authorize additional Council Representative participation in approved activities.

20.4(b)  To ensure open communication, Union leaders will meet periodically with Company leaders of engineering and technical functions for the geographical areas covered by this Agreement. The purpose of such meetings will be to review the activities of the Ed Wells Partnership and its progress toward meeting the goals identified in 20.1, above. Additionally, the parties agree that high level meetings for the geographical areas covered by this Agreement will be held no less than twice annually to review the activities of the Ed Wells Partnership. Either party may suggest meetings with the Company’s Office of the Chairman or others as appropriate and mutually agreed-upon.

Section 20.5 Funding. Each party shall be responsible for the salaries of its representatives on the Joint Policy Board; expenses of Board members may be covered by the fund where the expense was authorized by the Board (whenever possible, such expenses will be authorized in advance of expenditure). The Company will commit a minimum of $24.8 million (covering all Boeing SPEEA represented bargaining units participating in the Ed Wells Partnership, including the Wichita Professional Unit) during the term of this agreement in support of the Ed Wells Partnership for the activities directed by the Joint Policy Board, to include facilities, administration, publicity, equipment, materials, and such other expenses as may be agreed to by the Joint Policy Board. In addition, work statement changes for the mutual benefit of the technical workforce and the Company may be allocated additional funds as deemed necessary by the Joint Policy Board, subject to approval of appropriate Company stakeholders.

Section 20.6 Retention Ratings and Salary Adjustments. For a maximum of two years of employment, bargaining unit employees appointed to work at the Ed Wells Partnership will (a) retain the same retention rating held prior to entering the Ed Wells Partnership, unless management assigns the employee a higher retention rating, and (b) receive annual salary increases that are, at a minimum, equivalent to the negotiated salary pool for the period of such employment.

Section 20.7 Disputes. Disputes concerning any aspect of this Article shall be referred to the Joint Policy Board for resolution. No matter involving the Ed Wells Partnership, or any provision of this Article will be subject to the grievance and arbitration procedure of Article 3.

Section 20.8 Business Practices. The following business practices shall be applied:

20.8(a)  The Joint Policy Board shall establish an annual budget. The amount set forth in Section 20.5 shall be separately accounted for and may not be used for any other program.

20.8(b)  All labor and non-labor will be treated according to current Boeing accounting practices

20.8(c)  Labor support from other divisions will be burdened at the Boeing loaned labor rate.

20.8(d)  To the extent permitted by law, a trust fund will be established pursuant to the Taft-Hartley Act, 29 U.S.C. Section 186, to contract with the Union for services of any individual employed by the Union who is named to the administrative staff established by Section 20.3. The trust shall be established pursuant to a written agreement between the parties that complies with clause (B) of the proviso to 29 U.S.C. Section 186(c)(5). In addition, the terms of any contract between the trust and the Union shall provide that the Union will be reimbursed for the services of these individuals on the basis of their base rate plus actual expenses for payroll taxes and the following employee fringe benefits: Union pension plan and package H and W insurance. The Company shall provide funds to the trust in a sufficient amount and in a timely manner to enable the trust to meet its contractual obligations to the Union.

20.8(e)  Individuals employed by the Union who are named to the administrative staff established by Section 20.3 shall be full-time, dedicated to the administrative staff. On an exception basis, such individuals may perform Union business for brief periods of time. Time spent performing Union business will not be reimbursed through the trust as described in section 20.8(d). The individuals performing Union business shall keep contemporaneous records of the dates such business was performed and the amounts of time so spent, which records shall be presented to the Company with the monthly invoices for reimbursement.

Section 20.9 Confidentiality.  It is recognized by the parties that a free flow of information between them is necessary to insure the success of the Ed Wells Partnership. Information which could be disclosed to the Union and to the Union Administrative Staff includes information relating to inventions, products, processes, machinery, apparatus, prices, discounts, costs, business affairs or technical data that the Company considers as confidential. In furtherance of their objective to facilitate full participation of the Union in these programs while recognizing the sensitivity of the Company's confidential information, the parties agree that any such information shall be held in confidence by the Union and the Administrative Staff and shall be used by them solely for purposes of this program. All Union Administrative Staff shall be provided a copy of this Letter of Understanding and advised of their obligations under it.

Engineering and Technical Units

ARTICLE 21

LAYOFF BENEFITS

Section 21.1 Establishment of Plan. The Company will maintain a Layoff Benefit Plan to provide for lump sum or income continuation benefits as set forth in this Article. Such Plan will apply to employees who are laid off with an effective date on or after December 2, 2008.

Section 21.2 Eligibility. All bargaining unit employees who have at least one year of Company service and who are involuntarily laid off from the Company (including such employees who accelerate their layoff dates and employees laid off because of declining an offer for less than equivalent employment as defined by Company policy) are eligible to receive the benefit described in 21.3; provided, however, the following employees shall not be eligible for the benefit: employees who volunteer for layoff, except those who are laid off pursuant to Letter of Understanding related to Voluntary Layoffs; employees who upon their layoff become employed by a subsidiary or affiliate of the Company; employees who are laid off from the Company because of a merger, sale or similar transfer of assets and are offered employment with the new employer; employees who are laid off because of an act of God, natural disaster or national emergency; employees who are laid off because of a strike, picketing of the Company's premises, work stoppage or any similar action which would interrupt or interfere with any operation of the Company; and employees who terminate employment for any reason other than layoff, including, but not limited to, resignation, dismissal, retirement, death, or leave of absence.

Section 21.3 Amount and Payment of Benefit. An eligible employee's total lump sum or income continuation benefit shall equal one week of pay based on the employee’s base salary at the time of layoff (but excluding any shift differentials or other premiums) for each full year of Company service as of the employee's layoff date, subject to a maximum benefit of 26 weeks of pay. Eligible employees may elect either of the following:

21.3(a) Benefits will be paid as a lump sum within a reasonable period of time following the effective date of layoff. Employees who accept the voluntary layoff pursuant to the Letter of Understanding related to Voluntary Layoffs shall be paid in a single lump sum. Employees who elect this option will have priority consideration recall rights under Article 8 canceled.

21.3(a)(1) Income continuation benefits will be paid in 80 hour increments, subject to an employee's total benefit, on regular paydays beginning with the second payday following the effective date of layoff. Income continuation benefits shall immediately cease upon the earlier of any of the following events: exhaustion of the employee's total income continuation benefit; re-employment with the Company or any of its subsidiaries or affiliates; failure to accept a formal offer of recall from layoff within ten workdays after it is extended or by such later date as may be stipulated by the Company; failure to report to work on the date designated by the Company; or change in the employee's employment status from layoff to resignation, dismissal, retirement, death, or leave of absence.

21.3(a)(2) Subject to continuation of the Plan, no employee shall be paid lump sum or income continuation benefits more than once during any three-year period; provided, however, if an employee is re-employed by the Company before payment of the employee's total income continuation benefit and is subsequently laid off in such three-year period under conditions which make the employee eligible for a benefit, any unused benefit will be payable to the employee under the procedures established by this Article.

Section 21.4 Benefit Not Applicable for Other Purposes. Periods for which an employee receives income continuation benefits shall not be considered as compensation or service under any employee benefit plan or program and shall not be counted toward Company service. Benefits under this Article may not be deferred into the Voluntary Investment Plan.

Section 21.5 Continuation of Medical and Dental Coverage. In the event of layoff, medical and dental coverage for employees and dependents will continue until the employee is covered by any other group medical or dental plan either as an employee or as a dependent, but in no event beyond three months after the date of layoff. However, if the layoff occurs during or after a leave of absence, the maximum total period of continued coverage is thirty (30) months in the case of medical leave or twenty-four (24) months in the case of non-medical leave, measured from the end of the month in which the leave of absence began, irrespective of the date of termination. Required contributions, if any, must be paid during any period of such continuation of coverage.

Technical Unit

ARTICLE 22
JOB CLASSIFICATIONS

Section 22.1 Authorized Job Classifications. Each job classification listed in Appendix B shall, for the period of this Agreement, remain in effect, subject to revisions as provided in 22.4, unless made inactive by mutual agreement of the Union and the Company.

Section 22.2 Definition of Job Classification. A job classification is defined by occupation, job family, and level codes as identified within the Company’s Salaried Job Classification (SJC) system.

Section 22.3 Application and Intent of Job Descriptions.

22.3(a) Occupations are the broadest categories of work. Job families describe the organization of tasks. Level descriptions guides identify various levels of responsibility within the job family. Each job classification is linked to Skills Management Codes (SMCs) within the SJC system. SMCs identify unique knowledge, skills, abilities, and environments within the job family.

22.3(b) Each occupation code, job family code, level code and SMC is defined by a unique description as identified within the SJC system.

22.3(c) An employee may perform some of the work of a higher level and/or some of the work of a lower level in the performance of the work assignment. It is not anticipated that any employee will perform all the duties set forth in the job description. Any work assignment may include:

22.3(c)(1)  Teaching, instructing, leading or providing assistance to others.

22.3(c)(2)  The use of equipment to facilitate the work assignment.

22.3(c)(3)  The submission of completed work or any portion thereof for checking or approval.

22.3(c)(4)  The reporting of any work impairment such as errors in materials, processes, equipment, etc.

Section 22.4 New or Revised Job Family, Level Guides, and SMC Descriptions.
If, after the effective date of this Agreement, the Company or the Union determines that no existing job family, level guide or SMC description appropriately covers a new or reorganized work assignment, either party may initiate a request for evaluation and review through the Company’s SJC Maintenance Process. The Union will participate as a voting member on the Company’s SJC team in the identification, evaluation, and review of all proposed changes to job family descriptions and level guides for SJC job classifications listed in Appendix B and their associated SMC descriptions. The Company will implement changes (1) by revising or deleting an existing job family, level guide, and/or SMC description; or (2) by developing a new job classification code, with supporting descriptions, which will be incorporated into Appendix B through the issuance of an installation memo; or (3) the Company will establish a Temporary Job Classification and/or SMC in accordance with 22.4(b).

22.4(a) Union Challenges of Level(s) for New or Revised Level Guides. In the event the Union disagrees with the number or description of level(s) of a new or revised job level guide it must, within thirty (30) calendar days from the date the new or revised job level guide is forwarded by the Company, challenge the level, setting forth in writing the reasons why the Union disagrees. Otherwise, the level guide as determined by the Company will stand.

22.4(a)(1)  If the Union challenges a new or revised level guide, the Company’s Director of Compensation and Benefits, and his/her appointees, and Union representatives shall meet within forty-five (45) calendar days of the request for the purpose of attempting to reach agreement as to the appropriate level guide. Disagreements between the Union and the Company shall be resolved exclusively on the basis of the level guide assigned as a result of the Company's application of 22.4. A Union challenge shall in no way prevent or delay the Company from assigning personnel to the job classification involved in the challenge.

22.4(a)(2)  If the Union challenges a new or revised level as submitted by the Company, and it is determined that the level is not correct, the Company will pay each employee involved at a rate that is within the range of the corrected level, for the time in which the employee has performed the duties of the corrected level.

22.4(b)  Temporary Job Family, Level, or SMC. A temporary job family, level, or SMC may be established by the Company for new or revised work for which no current job family, level, or SMC is applicable and which requires a period of time to stabilize job duties. This period will not exceed ninety (90) days unless extended by mutual agreement. The Union will be notified of the effective date and approximate duration. Employees will be assigned to such new work at not less than their current levels until the job family and level is made permanent. If the temporary job family code or level is made permanent at a higher level than the levels of the assigned employees, these employees will be paid within the range of the higher level for the time assigned to the work covered by the permanent job family or level. Effective upon and after the Company's determination that a temporary job family and/or level has become permanent, the provisions of 22.4 shall apply.

Section 22.5 Individual Employee Job Classification.

22.5(a) It is a mutual objective of the Union and the Company that the job classification of each employee be an accurate and timely reflection of the work assigned; however, the Company shall retain the exclusive right to reassign employees as necessary to meet work requirements, and employees shall comply with such reassignments notwithstanding the employees' job classifications of record at the time. If the Company determines, by reference to the applicable job family description, that an employee's level is higher than is appropriate for the work to which the employee is assigned, the Company may permit the employee to continue in the same assignment without reclassification for whatever period of time the Company elects; or the Company may add to the employee's current assignment or reassign the employee to other work for which the employee's level is appropriate; or, within the limitations stipulated in this Article 22, the Company may reclassify the employee to the level that the Company deems appropriate for the work assigned.

22.5(b) Because an employee may be assigned work at a level lower than the employee's current level without being reclassified to the lower level, the levels or work assignments of individuals other than the employee shall not be introduced or regarded as pertinent evidence for the purposes of 3.6(a), unless by mutual agreement of the parties.

22.5(c) Temporary promotions to a higher level will be made by management to accommodate short-term assignments anticipated to last more than thirty but not exceeding ninety continuous calendar days, or for such period longer than ninety continuous calendar days as may be designated by mutual agreement between the Company and the Union. Temporary promotions will be distinguished from other promotions in the Company's records systems, and for the purposes of 8.1(b), 8.2, and 8.3, an employee in such status shall be considered as still being in the job classification from which the temporary promotion occurred.

22.5(d) Employees may be reclassified to a higher level irrespective of their assigned retention rating.

22.5(e)  Challenges Concerning Individual Employee’s Job Family, Level, or SMC. An individual employee may request a review of his or her job classification or level based on the contention the work assigned by the Company differs from the job classification or SMC to the extent and in such a manner as to warrant reclassifying the employee to a different existing job classification or SMC. Employees will attempt to resolve their classification first by discussion with first-line management. In the absence of a resolution mutually agreeable to both management and the employee, the following steps will be utilized in the review process:

22.5(e)(1)  If the employee contends that a classification or level issue still exists, he or she along with his or her Union Representative will notify the Skill Team Manager to request a review.

22.5(e)(2)  The Skill Team Manager will meet with the employee and the Union Representative to fully discuss the employee’s issue in an effort to reach mutual resolution.

22.5(e)(3)  If the employee and Union Representative do not agree with the Skill Team decision, the Skill Team Manager, the appropriate Human Resources Representative and the Union Representative will meet to resolve the matter by a majority decision.

Section 22.6 Reclassification to a Lower Level. The Company may alter employee work assignments or reassign employees to lower-level work for which the Company deems they are qualified, and effect commensurate reclassification to lower level, either as required to comply with the layoff procedure described in 8.3 or to accomplish reorganizations of work deemed by the Company to be necessitated by changing business conditions. When suitable work adjustments or employee reassignments are determined impracticable by the Company, misclassifications shall constitute surpluses as defined in 8.1(a)(4) and shall be resolved in accordance with Article 8. Reclassifications to lower levels shall be subject to the limitations set forth in 22.6(a)(1) through 22.6(a)(9). Additionally, the limitations set forth in 22.6(b) shall apply to in-place reclassifications to lower levels, i.e., cases in which the assignment an employee is performing is altered such as to remove that portion of the assignment that previously justified the higher level.

22.6(a)  Conditions Applicable to Reclassifications to Lower Levels.

22.6(a)(1)  No employee in Level 2 or B and above shall be reclassified to a lower level so long as there are in the same job classification within the same Major Organization any employees in a lower retention rating whose retention in that job classification has not resulted from application of exceptions specified in 8.3(d)(1). These provisions shall likewise apply to employees in Level 1 or A, except they shall apply only within the principal subordinate organization or program to which the employee is assigned.

22.6(a)(2)  Within the same job code, no employee shall in any one transaction be reclassified to a level lower than the next authorized level.

22.6(a)(3)  No employee shall receive more than one (1) reclassification to a lower level during any period of twelve (12) consecutive months of continuous employment, unless as an option to layoff under the provisions of 8.3(d)(1).

22.6(a)(4)  Employees shall be permitted to elect layoff in lieu of reclassification to lower level. Employees rejecting reclassification to lower level will be subject to layoff effective two (2) calendar weeks from the date of the reclassification offer, irrespective of the layoff notice provisions of 8.3.

22.6(a)(5)  All reclassification to lower level offers shall be stated in writing on forms provided by the Company, reviewed and approved by the Company, and then provided to the affected employee at least two weeks prior to the effective date.

22.6(a)(6)  Employees reclassified to a lower level while on the active payroll shall have priority rights to open positions as described in 8.2(e)(2).

22.6(a)(7)  The reclassified employee's work assignment shall be consistent with the applicable job family description and responsibility level guide.

22.6(a)(8)  The Company will strive to minimize reclassifications to lower levels in the handling of workforce surpluses and employee reassignments, consistent with the provisions of Article 8; however, the determination of business conditions necessitating reclassifications to lower levels shall continue to be made exclusively by the Company, and shall not be subject to the grievance and arbitration procedure of Article 3.

22.6(a)(9)  If, subsequent to a reclassification to a lower level, an employee is assigned to work for which a higher level is appropriate as determined by reference to applicable job family descriptions and responsibility guides, the employee shall be reclassified to the higher level in accordance with 22.5.

22.6(b)  Additional Condition Applicable to In-Place Reclassifications to Lower Levels Only.

22.6(b)(1)  In-place reclassifications to lower levels shall not occur into the lowest authorized level of any job classification for which the lowest authorized level is Level 1 or A if at least three (3) levels are authorized for that job classification. The attached Appendix B, subject to revisions as provided in 22.4, shall be the exclusive reference for determining which levels are authorized.

22.6(b)(2)  If an in-place reclassification to a lower level offer is made as a result of the removal of a portion of the assignment which previously justified the higher level, the employee and manager will define the revised assignment closing out the Performance Management plan and initiating a new plan in conjunction with the reclassification offer.

22.6(c)  Employee Preference for Reclassification to a Lower Level. The Company may, at its sole discretion, effect the reclassification to a lower level of any employee who expresses a preference for reclassification as an alternative to transfer or to discharge for a documented record of unacceptable performance. The provisions of 22.6(a)(1) through 22.6(a)(6), 22.6(a)(9), 22.6(b) and 8.2(e)(2) shall not apply to such cases.

Section 22.7 The provisions of 22.4, 22.5, and 22.6 are not subject to the grievance and arbitration procedures of Article 3.

Engineering and Technical Units

ARTICLE 23

DURATION

Section 23.1 Duration.

23.1(a)  This Agreement shall become effective December 2, 2008, and shall remain in full force and effect until the close of October 6, 2012, and shall be automatically renewed for consecutive periods of one year thereafter, unless either party shall notify the other in writing, at least sixty days and not more than ninety days prior to October 6 of any calendar year, beginning with 2012, of its desire either (1) to amend this Agreement, or (2) to terminate this Agreement as of a date stated in such notice to terminate, which date shall be subsequent to such October 6 provided that, in any event, this Agreement shall expire at the close of October 6, 2017.

23.1(b)  If either a notice to amend or a notice to terminate is timely given pursuant to 23.1(a), the parties agree to meet within thirty days thereafter for the purpose of negotiating an amendment to this Agreement or a new contract.

23.1(c)  If a notice to amend is timely given pursuant to (1) of 23.1(a), either party may at any time thereafter notify the other in writing of its desire to terminate this Agreement as of a date stated in such notice to terminate, which date shall be subsequent to October 6 of the year in which such notice to amend is timely given and at least sixty days subsequent to the giving of such notice to terminate.

23.1(d)  This Agreement and any amendment thereof pursuant to this Article shall continue in full force and effect until either (1) a new contract superseding it is consummated, (2) it is terminated by a notice to terminate timely given pursuant to clause (2) of 23.1(a) or 23.1(c), or (3) it expires, whichever shall first occur.

Signed at Seattle, Washington and dated this 6th day of March, 2009.

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Cynthia Cole Mike Denton

Dated Dated

LETTER OF UNDERSTANDING NO. 1

RELATING TO CHILD/ELDER CARE AND
CHILD DEVELOPMENT PROGRAMS

(Engineering and Technical Units)

The Company will continue a comprehensive Child and Elder Care program. The program consists of referrals of employees to licensed care facilities, consultation with employees to determine individual needs, and providing educational materials and programs.

The Company is developing people strategies to support individuals in the workforce and retain valuable employees with the end goal to make the Company more competitive. These strategies recognize that employee concerns about child care can affect an individual's productivity and work focus. To support these strategies, the Company has implemented a Child Development Program to build on other Company programs which support employees and their families.

As one element of the program, the Company has, in coordination with the Union, established two near-site day care centers (Everett and Renton/Longacres). The day care centers are operated by a third-party with fees charged to participating employees geared at an operations break even level.

Additional components of the Company’s Child Development Program include providing leadership to help improve the quality and availability of child care in communities where employees live and enhancing child care referral services through the existing Child and Elder Care referral program. Consideration will be given to adding other elements, such as collaboration by the referral program with day care providers and parents on evaluation of facilities and day care curriculum, assistance in extended/alternate hours, and assistance dealing with specific day care needs.

Finally, in an effort to assist employees' work-related needs, the Company and the Union agree to meet at least quarterly (if requested) to exchange concerns related to dependent care issues, including but not limited to issues arising due to employee movement to new or relocated Company facilities.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 2

RELATING TO DRUG AND ALCOHOL FREE WORKPLACE PROGRAM

(Engineering and Technical Units)

The Company and the Union enter this Letter of Understanding to address the serious societal problem of drug and alcohol use and abuse. The Company and the Union affirm their joint objective to achieve a drug and alcohol free workplace while complying with applicable government laws and regulations. To that end, the parties agree to a drug and alcohol free workplace program with these principal components: a comprehensive employee assistance program emphasizing rehabilitation; employee awareness; training; and testing.

A. Employee Assistance Program

1. The Company will continue to provide a comprehensive Employee Assistance Program (EAP). One of the major purposes of the program is to rehabilitate employees experiencing drug and alcohol problems through a professional assessment and referral service with follow-up counseling. The service will be provided by trained, professional counselors employed by an EAP company under contract with Boeing.

2. Voluntary participation in the EAP may occur through referral (self, union, management, others). These employees will have their treatment monitored by the EAP and be subject to follow-up counseling and testing by the treatment provider.

3. Mandatory participation in the EAP will be offered as an alternative to discharge to employees who have (a) had a discharge for attendance or performance problems held in abeyance, or (b) a verified positive drug or alcohol test administered by the Company. Abating a discharge with mandatory Drug Free Workplace (DFW) program participation will also be available in those circumstances associated with attendance where the employee’s violation is a failure to meet management expectations concerning advance notification of absences or deviations from established work schedules. Mandatory participants will be subject to the terms and conditions of the "Compliance Notification Memo" (attached hereto). Violation of any of the terms of the Compliance Notification Memo normally will result in discharge from employment.

4. The parties further agree that their activities in support of Alcoholics Anonymous have been successful and that those activities will include other self-help groups, such as Narcotics Anonymous and Cocaine Anonymous. In addition to the current support provided, the Company and the Union will publicize the efforts of these self-help groups

B. Employee Awareness

1. The Company will continue its drug and alcohol awareness program designed to keep employees informed of the drug and alcohol free workplace program, including opportunities for rehabilitation through the EAP, the dangers of drug and alcohol use and abuse, and drug and alcohol testing.

2. The awareness program will disseminate the information through pamphlets, news articles, mailouts, video tapes, the Boeing Web, or other media.

C. Training

1. The Company will maintain a drug- and alcohol-free workplace training course for its managers, human resource representatives, medical professionals, and DFW Focals. The training will be designed to:

a. Identify the extent and impact of drug and alcohol use.

b. Describe the principal federal legislation and regulations for a drug and alcohol free workplace.

c. Identify the Company rules pertaining to drugs and alcohol and the appropriate action to be taken upon violation.

d. Identify the principal components of the Drug and Alcohol Free Workplace Program (rehabilitation, awareness, training, and testing).

e. Explain the Employee Assistance Program, opportunities for rehabilitation, and the consequences of rehabilitation failure.

f. Explain the facts of drug and alcohol testing accuracy and procedures, such as the chain of custody.

g. Enable participants to effectively apply observed and documented performance criteria and appropriate procedures in referring the employee to the Employee Assistance Program.

h. Enable participants to effectively apply observed and documented criteria typically indicative of drug or alcohol use and apply appropriate reasonable suspicion testing guidelines in referring employees to Medical for medical observation and possible testing.

i. Enable participants to apply appropriate post-accident testing guidelines in referring employees for testing.

2. The training will not be designed to teach participants to be substance abuse experts or professional counselors.

3. Union selected individuals, including but not limited to the Union's Executive Board, Council Representatives, and staff members, will be invited to participate in training. The Union will provide the Company with a list of those persons to be trained once a year.

4. Whenever practicable, Union selected individuals and Company managers will be trained together.

D. Drug and Alcohol Testing

1. The Company will implement a drug and alcohol testing program designed to deter misuse and abuse and to provide a means for early identification, referral for treatment, and rehabilitation of employees with abuse problems, as outlined below.

2. The Company will at all times comply with its policy and procedures and with applicable government laws and regulations designed to safeguard the accuracy and reliability of drug and alcohol testing and to protect the confidentiality of those tested. Specifically, the Company will follow applicable regulations (49 C.F.R. Part 40, "Procedures for Transportation Workplace Drug and Alcohol Testing Programs"). For drug testing, these cover:

a. Collection procedures, including strict chain of custody to prevent mislabeling or alteration of urine samples and to account for the integrity of each sample from the point of collection to final disposition;

b. Use of a United States government certified laboratory with state-of-the-art testing methodologies, including confirmation testing using gas chromatography-mass spectrometry instrumentation;

c. Testing only for substances required by the regulations and for which the laboratory has been certified by the United States government, using government-mandated cutoff and confirmation levels; conducting validity testing to determine if the specimen has been adulterated or substituted;

d. Undertaking a quality assurance and quality control program designed further to ensure laboratory testing accuracy;

e. Periodic inspections of the laboratory;

f. Employment of qualified medical review officers (MRO) who are licensed physicians with knowledge of substance abuse disorders and with the medical training to interpret and evaluate a positive test result, medical history, and other relevant data for the purpose of verifying positive results, determining adulteration or substitution, and making return-to-work recommendations;

g. Giving the employee an opportunity to provide a legitimate, alternative medical explanation for the result. Should such an explanation be provided, the test result will be reported as negative;

h. Advising the employee of the opportunity to request analysis of the split sample within 72 hours of being notified of a positive result. The Company will pay for split specimen testing. Portions of the original specimen not subjected to the testing process will be placed in proper storage and retained by the laboratories in case subsequent testing is requested or required.

i. Ensuring confidentiality of test results, of information provided by the employee to the MRO, and of employee participation in the EAP in accordance with existing Company policy and the federal regulations; and

j. Retaining all confirmed positive specimens at the laboratory for at least one (1) year in accordance with the federal regulations.

3. Alcohol testing will be conducted using breath samples. The instrument shall be approved by the Department of Transportation as an evidentiary breath testing device and used only by trained operators (Breath Alcohol Technicians). For alcohol testing, levels at or above .04 percent blood alcohol content will be considered positive (exception noted in para. 9).

4. The Company will conduct employee testing under the following circumstances:

a. Reasonable suspicion drug and alcohol testing covering all employees. "Reasonable suspicion" means there is information that would cause a reasonable person to believe that an employee has used or is impaired by alcohol or drugs. The Company will use the following standards to determine when testing may be appropriate: signs of impairment to include but not limited to, difficulty in maintaining balance, distinct odor of drugs and/or alcohol, slurred speech, abnormal or erratic behavior, or apparent inability to do assigned work in a safe or satisfactory manner.

In addition, the Company will require that all information relied upon to initiate a reasonable suspicion test be documented prior to testing, that two designated individuals (at least one of whom has been trained as referenced in paragraph C.1) agree that testing is appropriate and sign required documentation, and that a trained medical professional examine the employee to determine if there is a medical condition requiring emergent medical care. In the event a Company location does not have a staffed medical facility when the employee is escorted for review, a trained manager will determine whether the employee should be escorted to an off-premises medical facility for the required evaluation.

b. Post-accident drug and alcohol testing or testing following a serious violation of a safety rule or standard, covering all employees. An employee may be tested when a work-related incident has occurred involving death, serious bodily injury or significant property/environmental damage, or the potential for death, serious injury, or significant damage, and when the employee’s actions(s) or inaction(s) either contributed to the incident or cannot be completely discounted as a contributing factor.

c. Random drug and alcohol testing of designated employees as expressly required by United States government agencies. The Company will comply with random testing standards set forth in applicable government agency regulations.

d. Follow-up drug and alcohol testing of all employees who (1) have a first-time verified positive drug or alcohol test (including refusal to test), or (2) have a discharge for performance or attendance problems held in abeyance.

e. Pre-assignment drug testing of employees selected to transfer into or otherwise perform in a position designated safety-sensitive, sensitive or mission critical for random drug testing, where pre-assignment testing is expressly required by United States government agencies.

5. Refusal to (a) complete the collection process following adequate explanation of the consequences of refusal, (b) accept EAP referral subsequent to a positive drug or alcohol test, (c) when required, accept or complete EAP treatment recommendations, or (d) accept the terms and conditions of the Compliance Notification Memo shall result in corrective action, up to and including termination of employment. Failure to appear immediately for testing, or refusing to take a test, will be considered the same as a positive result.

6. For reasonable suspicion and post-accident testing only, the employee has the right to request the presence of a Union Representative at the collection site. The Union Representative shall not in any way interfere with or otherwise obstruct the collection process. The parties agree that the collection may be delayed, for a period, not to exceed thirty (30) minutes, to await the arrival of the Union Representative. The thirty (30) minute period will commence when the Union, to include a Union Representative, is notified.

7. Consequences of a Positive Test Result

a. No employee will be discharged because of a first verified positive test result (to include refusal to test) except pursuant to D.4.d(2) above. Instead, the employee will be required to submit to EAP evaluation and, if recommended, will have a one-time opportunity to enter a treatment program. Such employees remain subject to corrective action, up to and including discharge, for independent reasons.

b. An employee who has a second verified positive test result within three years of the first such result or on a Company-administered test conducted after that period, normally will be discharged from employment.

8. Procedure Following a Positive Test Result

a. An employee will not be removed from continuous pay status because of a drug or alcohol test result until the Medical Review Officer or the Breath Alcohol Technician verifies the test result.

b. As part of the verification process, the MRO will attempt, in accordance with applicable regulations, to contact the employee to determine whether an acceptable medical explanation for the confirmed positive result exists. The MRO will review in confidence any information provided by the employee. If the MRO determines there is an acceptable medical explanation for the positive test result, the result shall be reported as negative with a safety concern. Medical personnel will evaluate the employee based on the MRO concern to ensure they can safely perform their duties. Should an accommodation be required, the company will work with the employee to ensure it is complete. DFW will treat this as a negative result.

c. After verification of a positive test result, the employee shall be given 24 hours to contact the EAP for an appointment so that an EAP assessment can be made. An appointment for an EAP assessment will be made. Failure to keep the appointment without an acceptable excuse will result in discharge from employment. The employee may be returned to work after an EAP evaluation is made and negative return to duty drug and alcohol test results have been received.

d. The employee may not return to work until results on drug and alcohol tests administered by the Company are negative. A validated positive return-to-work drug or alcohol test will be grounds for discharge from employment.

e. The employee is required to accept and comply with the terms of a Compliance Notification Memo.

f. The employee is subject to follow-up testing as directed by EAP. A minimum of six (6) unannounced tests per year will be conducted for three (3) years of active payroll status following return to work.

9. Procedure Following a Positive Alcohol Test

An employee having a positive blood alcohol content of .02 or greater, but less than .04, will not be required to submit to an EAP evaluation or to other provisions of the drug and alcohol free workplace program, although voluntary participation will be encouraged. Such employees will, however, be removed from the assignment and suspended for the remainder of the shift. Such action shall be taken immediately when the Breath Alcohol Technician notifies management of the positive alcohol test result. If the employee's alcohol test result is .04 or greater, conditions described in paragraphs 7.a, 7.b, 8.a, and 8.c through 8.f above shall apply. If the employee is currently participating in a follow up program and the result is .020 or greater, they will be discharged.

10. The Company and the Union agree to continue the Joint Alcohol and Drug Dependency Program as an integral part of the Company's drug- and alcohol-free workplace objectives. As part of that program, the parties agree to continue a Joint Advisory Committee to:

· Review the drug and alcohol segments of the Employee Assistance Program on a regular basis, and

· Make recommendations on enhancing the effectiveness of those segments.

This advisory committee will be composed of two (2) Company representatives (including the Employee Assistance Program Administrator) and two (2) Union officials.

11. The parties recognize that our practices must comply with 49 C.F.R. Part 40, “Procedures for Transportation Workplace Drug and Alcohol Testing Programs,” as interpreted by the appropriate government agency. The Union reserves the right to grieve and arbitrate the question of whether the Company has appropriately applied the requirements of 49 C.F.R. Part 40.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

COMPLIANCE NOTIFICATION MEMO (“CNM”)

This Compliance Notification Memorandum (“CNM”) is being entered into pursuant to PRO 388.

is subject to the following requirements:

Employee Name BEMSID

1. Employee is REQUIRED to contact the Employee Assistance Program (EAP) within 24 hours of issuance of this CNM. Failure to do so will result in termination of employment. EAP contact phone number will be provided to the employee when the CNM has been signed.

2. Employee will successfully complete the required treatment and/or training program specified by the Employee Assistance Program (EAP) Counselor, and any amendments to the specified program created by the EAP Counselor. Employee’s satisfactory participation in the specified program is required as a condition of continued employment by The Boeing Company (“the Company”), and shall continue until such time as the Company’s EAP or its designee determines that Employee’s participation is no longer necessary. Changes in the EAP specified program shall be in writing and coordinated in advance with EAP. Any failure by Employee to participate satisfactorily in the EAP specified program (as determined at the sole discretion of EAP) or any violation of this CNM shall be sufficient grounds for Employee’s termination of employment. Employee’s cooperation with personnel and functions administering and monitoring the EAP specified program is required, and any failure by Employee to cooperate will be deemed a failure to participate satisfactorily in the EAP specified program.

3. Employee will be subject to unannounced follow-up drug and alcohol testing for a three year period that will begin when the return to duty drug and alcohol negative test results are reported to the Enterprise Drug Free Workplace office. A verified positive drug test result, a confirmed alcohol test result or a refusal to test determination on the return to duty tests or during the unannounced follow-up testing period will be grounds for Employee’s termination of employment. An interruption in Employee’s active employment status because of EAP treatment, layoff, resignation, leave of absence, or any other reason will extend the three year period by the duration of the interruption.

4. Employee acknowledges that medical personnel, or other personnel involved in monitoring Employee’s compliance with this CNM, will be obligated to report to cognizant management information about any violation by Employee of the terms and conditions of this CNM.

5. Employee will continue to be subject to corrective action, up to and including termination of employment, for reasons not related to the matters addressed in this memo.

6. The Union (if applicable) and I waive any right to challenge any termination pursuant to paragraphs (1) or (3) through any court, arbitration, or other form of proceeding.

7. Employee oIS oIS NOT (check one) a member of a collective bargaining unit. Name of collective bargaining unit, if applicable: . Employee o REQUESTS o DOES NOT REQUEST (check one) union involvement in this matter.

8. Discharge in Abeyance is contingent upon the confirmation of substance abuse by an Employee Assistance Program Counselor.
o DIA Attendance o DIA Performance

ACKNOWLEDGMENT BY EMPLOYEE ACKNOWLEDGMENT BY THE UNION
Employee signature required. (If Applicable)
I have received and read the above:

Signature of Employee Date Signature of Union Official Date

Printed Name of Employee Date Printed Name of Union Official Date

ACKNOWLEDGMENT BY THE COMPANY CONCURRENCE OF EMPLOYEE ASSISTANCE
PROGRAM (Required in Discharge in Abeyance only)

Signature of Company Official Date Signature of EAP Counselor Date

Printed Name of Company Official Date Printed Name of EAP Counselor Date

Original and all copies of CNM to be retained by the DFW Enterprise Office.

LETTER OF UNDERSTANDING NO. 3

RELATING TO HEALTH AND SAFETY IN THE WORKPLACE

(Engineering and Technical Units)

The Company and the Union recognize their mutual concerns for the health and safety of employees; for the exchange of information regarding issues of safety and health, such as the use and handling of hazardous materials and equipment in the workplace; and for the physical conditions under which the work is performed.

Therefore, the Union will nominate an individual to be a SPEEA representative on appropriate Product Sector SHEA committees at the Company's Kent, Auburn, Renton, and Everett sites. All nominees must be approved by the Company.

The Product Sector SHEA committees may, at their discretion, establish subcommittees as necessary to investigate health and safety concerns identified by Union-represented employees. The Product Sector SHEA committees will designate the members of any such subcommittee, which shall include at least one Union representative.

The parties’ longstanding commitment to individual employee safety and regulatory compliance extends to issues regarding personal protective equipment and safety devices and the value of working together to create an injury-free workplace. To further this commitment, the Company will provide employees up to $75 per year towards the purchase of approved safety shoes where such shoes are mandatory due to regulatory compliance or Company directive or with management concurrence of the request. The reimbursement process utilized will be the organization’s existing process for reimbursement of incidental business expenses or any other mutually acceptable reimbursement process.

In addition, the Company agrees to present to the Union, not less than annually, a review of current issues regarding the physical work environment and the activities of the Corporate Safety, Health, and Environmental Affairs (SHEA) organization. The Union may request additional meetings in order to address its concerns. The agenda for each meeting shall be agreed to by both parties in advance of such meeting.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 4
RELATING TO DATA REPORTS

(Engineering and Technical Units)

The Company will provide that data to the Union which is listed in the memorandum from the Company to the Union, dated October 31, 2008, subject to such revisions in the future as may be made by mutual agreement of the parties. Nothing herein is intended to waive any right the Union may have to receive additional data.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 5

RELATING TO REPRODUCTION OF CONTRACTS

(Engineering and Technical Units)

The parties agree, in the spirit of labor/management cooperation, to equally share the costs of reproduction of the labor agreements as a combination of bound books and/or CD’s.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 6

RELATING TO EMPLOYMENT STABILIZATION, OUTSOURCING AND USE OF NON-BOEING LABOR

(Engineering and Technical Units)

The parties recognize that the foundation of a strong, competitive Company is in the stability and core capability of a Boeing direct engineering and technical workforce. The best assurance of employment stability is the continued development of the SPEEA-represented workforce balanced with the legitimate need for flexibility to successfully compete in a global market.

The parties also agree that development opportunities such as lead roles, challenging technical assignments, and workforce development programs (knowledge transfer) for the Boeing workforce are key to retaining the capability to envision and implement future products.

To ensure the statement of work commitments are met and to mitigate fluctuations in Boeing direct employment, assistance from a variety of technical resources may be necessary.

Stability of the technical workforce remains a long term objective and will be accomplished through workforce development activities (e.g. Career Roadmaps, function specific training, and rotation programs), strategic staffing decisions, and continuous and active engagement of all employees.

To foster our commitment for active engagement, the parties have agreed to enhance the employment stabilization process through the Joint Workforce Committee to discuss and provide relevant, necessary information on a variety of workforce-related subjects, such as skills management, the Performance Management process, employment forecasts, current and future business and its influence on staffing strategies, the job posting and transfer process, workforce education, and new skills development training related to future skills and competencies. The committee will meet no less than quarterly.

The Company and Union also agree to the following:

The Joint Company/Union Partnership Leadership Committee, including the respective leaders of Engineering for all Major Organizations, agrees to meet not less than twice annually with the Joint Workforce Committee to focus on issues relating to current and future business and their influence on staffing strategies.

The Company approaches these meetings with the belief that it is in the best interest of our employees, Boeing, and the Union for our employees and the Union to be informed about the Company’s general business strategies regarding the use of Non-Boeing labor and subcontracting that may affect bargaining unit employees, and for the Company to hear and consider the ideas of our employees and the Union about the same. Accordingly, in these meetings, the Company will discuss issues as noted above, as well as related subjects of mutual interest with the Union.

· These discussions will include a review of significant changes to subcontracting that the Company is considering that may affect bargaining unit employees. The Union will be given a reasonable opportunity to bring employees and staff (normally five or less in total, unless otherwise agreed) to these meetings to participate and to provide input during these discussions. In addition, it is the Company’s desire to continue this dialogue outside of these meetings as necessary.

· The parties recognize that a variety of circumstances, including but not limited to, the emergent or competition sensitive nature of a requirement, may limit or prevent these discussions. The Union recognizes that the Company will move forward with these subcontracting and related decisions about the use of Non-Boeing labor, and that the Company’s actions will be final and not be subject to Article 3.

· With regard to the use of Non-Boeing Labor, the Company will respect and adhere to international labor standards, as expressed in The Boeing Company Code of Basic Working Conditions and Human Rights.

In summary, the parties recommit to providing for a short term and long term balance between the Company's need to successfully compete in a global economy and employees' expectations of employment security.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 7

RELATING TO PERFORMANCE REMEDIAL ACTION

(Engineering and Technical Units)

In an effort to assist all employees in reaching their full potential, a process has been adopted to identify and constructively address performance deficiencies and/or an insufficient level of skills, knowledge, and abilities necessary for current assignments.

This program includes:

· Notifying the employee of the performance deficiency through issuance of a Notice of Remedial Action form (NORA).

· Notifying the employee of the skills, knowledge and abilities necessary for current assignments.

· Developing a clear and cogent program for the employee to correct the performance deficiency and/or acquire the necessary skills, knowledge, and abilities.

Prior to issuance to the employee the proposed NORA shall be forwarded to the appropriate Employee Relations focal for review with the Union. Such review will include a discussion about the performance criteria identified in the NORA to be utilized by the Company in assessing the employee’s ability to satisfy the NORA requirements and resolve the performance deficiencies.

· Employees will be provided a minimum of 30 calendar days (excluding any paid holidays) to improve their performance and meet the requirements of the NORA.

· The manager or their designee will be available to participate in follow-up meetings with the employee, and the Union representative when requested and available, to provide status on progress.

When the manager concludes that the employee has failed to achieve the minimally acceptable performance for their classification the manager will communicate that conclusion to the appropriate Employee Relations representative to jointly determine what action will be taken. Such action may include discharge or reclassification when appropriate.

In accordance with the general objectives stated in Article 8, the Union and the Company agree that employees who are identified as having performance deficiencies or inability to acquire the necessary skills, knowledge, and abilities, may be terminated or, at the Company's option, may be declared surplus to the needs of the Company and

placed on layoff in accordance with the layoff provisions of Article 8, irrespective of their retention rating. Employees laid off according to those provisions will retain all rights they may have under Article 3.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 8

RELATING TO VOLUNTARY LAYOFFS

(Engineering and Technical Units)

The Company and the Union agree that, any provision in the parties' Collective Bargaining Agreements to the contrary notwithstanding, the Company will establish a pilot Voluntary Layoff with modified benefits process that shall be distinguished from the specific benefits provided for employees laid-off involuntarily and that will be applicable to SPEEA-represented employees. These benefits will consist of the following:

· One week of pay for every two (2) years of service (up to a maximum 13 weeks of pay) to be paid as a single lump sum payable within a reasonable period of time following the later of the effective date of the layoff and the Company’s receipt of a valid release and waiver;

· Medical and dental coverage for laid off employees and their dependents will continue until the employee is covered by any other group medical or dental plan either as an employee or as a dependent, but in no event beyond three months after the date of layoff. However, if the layoff occurs during or after a leave of absence, the maximum total period of continued coverage is thirty (30) months in the case of medical leave or twenty-four (24) months in the case of non-medical leave, measured from the end of the month in which the leave of absence began, irrespective of the date of termination. Required contributions, if any, must be paid during any period of such continuation of coverage.

An employee classified in a job family and SMC that has been declared surplus may request that he or she be voluntarily laid off with modified layoff benefits if the request is approved by management subject to situational conditions and selection criteria as defined by the Company. The employee will be coded as a layoff and will be regarded for all Company purposes as a laid off employee (including for purposes of reporting to state employment security departments), entitled to receive layoff benefits provided under Article 21, except that the provisions of Article 21.3(a)(1) shall not apply and the provisions of Article 21.3(a)(2) shall apply only with respect to lump sum payments. The Union will be advised of all employees approved for voluntary layoff.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 9

RELATING TO TEMPORARY RECALL

(Engineering and Technical Units)

The parties acknowledge that occasionally situations arise when short-term assignments require additional staffing. The Company in its sole discretion has from time to time preferred to have this work performed by employees on active recall status.

The parties agree to continue the process described immediately below.

1. The process shall be known as Temporary Recall and shall be defined as the temporary re-employment of individuals on active layoff status (hereinafter "employees").

2. Temporary Recall assignments may be designated for specific programs or projects with a defined beginning and ending date. The normal minimum will be one month and the normal maximum will be six months. Assignments will normally be full time (average 80 hours in a pay period).

3. The Company will determine which employees will be offered Temporary Recall assignments. Temporary Recall will be strictly voluntary on the part of the employee. Refusing to consider an employee for Temporary Recall or an employee's rejection of an offer of Temporary Recall will not affect the employee's active layoff status.

4. Temporarily recalled employees will receive the same salary they were receiving prior to layoff, adjusted for any general wage increases implemented between the date of their original layoff and temporary recall.

5. If the temporarily recalled employee begins within one year of the original layoff effective date, eligibility for coverage for medical/dental insurance, life insurance, accidental death and dismemberment insurance, business travel accident insurance, long-term and short-term disability insurance, and voluntary personal accident insurance begins on the first day of the month following the month in which the re-employment commences. If the temporarily recalled employee begins at least one year after the original layoff effective date, eligibility for coverage for such benefits begins the first day of the month following one full calendar month of continuous employment.

6. With regard to the Retirement Plan, unused sick leave, and vacation, employees on Temporary Recall will be set up in the system based on their respective layoff/recall circumstances. This will include the reactivation of unused but earned credits and the generation of future benefits consistent with standard policies. Voluntary Investment Plan contributions may be resumed, beginning on the first of the month following recall.

7. Company service will be earned beginning the first day back on the active payroll.

8. Active layoff status will not be interrupted. Filing requirements once during each half year for first consideration recall status will remain.

9. Employees on Temporary Recall will not receive a retention rating based on Temporary Recall assignments.

10. Employees on Temporary Recall will generate funds for a selective adjustment exercise if they meet contractual criteria.

11. Employees on Temporary Recall will not be eligible for layoff benefits when their Temporary Recall assignment ends.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 10

RELATING TO JOINT BENEFITS DISCUSSION GROUP

(Engineering and Technical Units)

The Company and the Union are committed to ensuring that employees have access to cost effective, quality health care coverage. Because of their ongoing concern about the quality of health care and costs, the parties agree to continue their Joint Benefits Discussion Group. The group will have an equal number of representatives, including a co-chair, from each party. When appropriate, health care experts and representatives from the Company's health plans will be invited to attend group meetings. Each party may have their benefits consultants and advisors attend group meetings. The group will meet at least twice each year to discuss issues related to the health care program. The group also will meet with health care providers to express the parties' interest in obtaining quality health care at affordable prices. Among the topics the parties will consider and discuss are:

· Medical Plan experience, costs and trends.

· Cost management programs, health plan and health care provider accountability for quality and efficiency .as well as prescription drug initiatives.

· Measurement tools for evaluating health plans, including accreditation from a nationally recognized group such as the National Committee for Quality Assurance (NCQA).

· Benchmark data from other employers.

· Promotion of patient safety, care management and wellness initiatives designed to improve the health of employees and thereby reduce overall medical costs with the understanding that such health care initiatives will embrace certain medical plan design principles.

· Roth 401(k) and investment fund options.

The Company agrees to share the interest of this Group relative to these issues.

Other benefit issues including Article 15, Voluntary Investment Plan and Article 17, Retirement Plan, may be discussed from time-to-time at the request of either party.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 11

RELATING TO PART-TIME EMPLOYMENT

(Engineering and Technical Units)

The Company and the Union agree that employee requests to be placed on part-time work schedules to assist employees with personal concerns may be authorized when compatible with Company schedules. The term "part-time work schedule" shall mean a work schedule consisting of a seven-day cycle with fixed days and hours of work that are less than forty (40) hours over one regular workweek, or a fourteen-day cycle with fixed days and hours of work that are less than eighty (80) hours over two regular workweeks that is not a Category II Work Schedule. No minimum or maximum number of hours will be required, but fixed days and hours of work must be established. A part-time work schedule must be approved by the employee's immediate and second-level management and is applicable only to the particular position the employee occupies when the schedule is approved. Approval of a part-time work schedule is subject to revocation at any time. Management may request an employee on a part-time work schedule to return to work on a full-time basis regardless of the employee's retention rating when part-time work is no longer appropriate.

Employees on part-time work schedules will be subject to all provisions of the Agreement and the provisions of PRO-522.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 12
RELATING TO JOINT COMPENSATION DISCUSSION GROUP

(Engineering and Technical Units)

The parties enter this letter of understanding to express their intent to continue their joint compensation discussion group.

The discussion group shall meet no less than annually during the term of this Agreement. Subjects for discussion may include the Company's compensation philosophy, market relationships, and the salary planning process.

It is understood that the group is established solely for purposes of discussion, and that the group is not a forum for making recommendations or seeking agreement. Group discussions shall not reopen the parties' Agreement or affect Article 2 thereof.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 13

RELATING TO SHAREVALUE PROGRAM

(Engineering and Technical Units)

The Company and the Union agree that all eligible represented employees may participate in the Boeing ShareValue Program (also known as the ShareValue Trust) for the duration of this Agreement. The parties agree that the Company's success depends upon the ability to return long-term value to the shareholders. The intent of this incentive program is to help inform employees about what makes a business run and produces shareholder value, and to allow employees to share in the results of their efforts to increase shareholder value.

Employees will be eligible to participate in accordance with the governing provisions of the ShareValue Program as set forth in the official Program documents. In the event of any conflict between this Letter of Understanding and the official ShareValue program documents, the official ShareValue Program documents will prevail in every case.

Eligible participants will proportionally share in a ShareValue Program distribution based on the number of months they were eligible to participate during any investment period falling within the term of this Agreement or any preceding Agreement that provided for their participation in the ShareValue Program. If the ShareValue Program is continued beyond its current termination date, all eligible bargaining unit employees may continue to participate.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 14

RELATING TO VIRTUAL OFFICE/TELECOMMUTING

(Engineering and Technical Units)

The parties enter into this Letter of Understanding as a result of the implementation of the Virtual Office/Telecommuting Program. Following is a summary of the general provisions of this Program as they apply to exempt and non-exempt SPEEA-represented employees.

Telecommuting or “Work at Home” and other aspects of the Virtual Office have proven to be a viable work option that, when appropriately applied, benefit both the Company and the individual. The Virtual Office provides a balance between the tasks that are the responsibility of each individual and the requirements of each team and group.

The Virtual Office is a cooperative agreement between the manager and the employee, not an entitlement, and is based on (1) the needs of the job assignment, work group and the Company, and (2) the employee’s past and present levels of performance and defined personal characteristics. Participation in the Virtual Office Program is entirely voluntary and may be terminated by the employee, his/her manager, or the Company at any time.

The employee’s duties, obligations, responsibilities and conditions of employment with the Company remain unchanged. Employees remain obligated to comply with all Company rules, policies, practices and instructions. The detailed terms and conditions of this Program are covered in the Virtual Office Program procedure, PRO-497, which is subject to change at the Company’s discretion. Disputes concerning the content of this Letter of Understanding shall not be subject to the grievance and arbitration procedure of Article 3. Nothing in this Letter waives any rights reserved in Article 2.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 15
RELATING TO THE TRAVEL CARD PROCESS

(Engineering and Technical Units)

The Company and the Union enter this Letter of Understanding to memorialize their agreement to continue to monitor the process of paying business travel expenses and their ongoing mutual commitment for improvements in the same.

The parties agree to continue their joint committee, consisting of two representatives each from the Company and the Union. The purpose of the committee is to review issues, suggest short term and long term process improvements, and address any concerns with the process. The committee will, through mutual agreement, recommend solutions to the Company’s travel card process owners (currently Shared Services Travel Accounting/Finance Group). The committee will meet upon request of either party.

The terms and conditions of the travel card process as described by the Company and the travel card provider will apply to employees covered by this Agreement. The Company will notify the Union of any changes to the travel card process. Employees will not be required to pay the travel card company for late fees when such fees are incurred due to situations outside the employee’s control, or if the employee has made a good faith effort to pay the travel card company or resolve disputed payments in a timely fashion. Any dispute over the imposition of late fees will be subject to Article 3. In addition to the terms and conditions defined by the Company, the following provisions continue to apply to the travel card process:

1. Employees will not be required to pay the card company for authorized business expenses before receiving payment from Travel Accounting so long as the delay in receiving that payment is due to the Company’s neglect of factors outside the employee’s control.

2. Payment delinquencies will not be reported to a credit bureau.

3. Authorized management may exempt employees who engage in extensive/frequent travel or for whom special circumstances exist from the decentralized billing process. Any employee shall be free to request an exemption.

4. The Company will take reasonable steps to preserve the confidentiality of the employee’s personal and financial information related to the use of the travel card, and will use such information only for legitimate business reasons. Such information will not be used for solicitations for activities not related to company travel.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 16

RELATING TO FREQUENT FLIER MILEAGE

(Engineering and Technical Units)

The Company agrees that frequent flier mileage for business travel will be credited to personal employee accounts and may be applied towards personal travel. Employees must continue to comply with Company directives and Boeing Travel Office procedures including those designed to minimize travel-related costs without regard to frequent flier mileage program considerations.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 17

RELATING TO SPEEA ACCESS TO THE BOEING WEB

(Engineering and Technical Units)

The parties hereby agree that SPEEA shall have access to the Boeing internal Web page. To that effect, the parties agree as follows:

1. SPEEA shall maintain the confidentiality of all information, data and computer programs (“Information Assets”) to which SPEEA has access, along with any passwords or access procedures given to facilitate access to “authorized SPEEA users”.

2. SPEEA shall only access the Information Assets specified by the Boeing Computing Access Focal Point, and then only in accordance with the access procedures.

3. SPEEA shall not access any other Information Assets not approved by the Boeing Computing Access Focal Point.

4. SPEEA shall not remove any Information Assets from Boeing computing systems, or delete, change or otherwise modify any Information Assets.

5. Access to Information Assets marked “Boeing Limited” or bearing Government classified markings is strictly prohibited.

The Company may re-evaluate access at any time. Any decision by the Company to withdraw access shall not be subject to the provisions of Article 3.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 18

RELATING TO SALARY REVIEW CONSIDERATION
UPON RETURN FROM LEAVE OF ABSENCE

(Engineering and Technical Units)

The parties enter this Letter of Understanding to address the subject of consistency in salary review decisions for employees returning to work from approved leave of absence.

The Company agrees to develop a process to provide a consistent review of employees’ salaries as they return to work from approved leave of absence, giving consideration to various factors, such as peer review, additional experience and education obtained, and other factors as deemed appropriate. The returning salary will include any contractual minimum increases paid during the time the employee was on an approved leave of absence, not to exceed three (3) years.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 19

RELATING TO RETRAINING SKILL TRANSITION

(Engineering and Technical Units)

Employees selected by management to participate in a program of formal training in a field outside their current job family and SMC, which training is conducted or approved by the Company, and employees who at management's request transfer from one major functional area to another for a Company-sponsored skill transition and retraining program, will be assigned a unique SMC upon entering the training program or upon transfer to the new functional area respectively. The trainee shall retain this unique SMC for a period of six months following completion of training or transfer to the new functional area, as the case may be, in order to allow time for the trainee to demonstrate his/her adaptability to the new assignment.

During the period in which the trainee is assigned the unique SMC, he or she will retain the retention rating held at the time of assignment to the unique SMC.

In the event a surplus is declared in the trainee's new assignment and if the trainee's retention rating would cause him or her to be an individual surplused, the trainee will be returned for assignment to an area under his or her last held regular assigned job classification and SMC and the retention rating of record.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 20
RELATING TO TECHNICAL EXCELLENCE PROGRAM

(Engineering and Technical Units)

The Company agrees to maintain a Technical Excellence Program for the purpose of recognizing individuals who have developed a high level of technical skill and a work history of outstanding technical accomplishments. The Company will maintain the standards and criteria to be used to identify such individuals, and the recognition to be accorded them. The Company will give consideration to the Union's views on said standards, criteria, and recognition.

Claims that employees are qualified for recognition in the Technical Excellence Program shall not be subject to Article 3.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 21

RELATING TO EMPLOYEE INCENTIVE PLAN

(Engineering and Technical Units)

Eligible employees covered by this Agreement may participate in The Boeing Company Employee Incentive Plan (“EIP”) for the duration of this Agreement as set forth below and subject to this Letter of Understanding and the terms of the EIP.

Employees will be eligible to participate in accordance with the governing provisions of the EIP as set forth in the official plan document. In the event of any conflict between this Letter of Understanding and the official EIP plan document, the official EIP plan document will prevail in every case.

The Board of Directors of the Company reserves the right to amend, modify, or terminate the EIP in its sole discretion. All terms and conditions of the EIP, as it may be amended or modified, will apply.

The Company shall not be required or obligated to provide any information to the Union that the Company determines to be proprietary or confidential, including but not limited to information regarding cost, pricing, and/or other financial information or data. Any information regarding cost, pricing, and/or other financial information or data will be provided at the Company’s discretion if the Company deems it necessary or appropriate for Union review. If the Company so determines that such information should be released, the Union and/or its representatives may necessarily be required to execute a confidentiality agreement before such information is released. Any information that is released to the Union and/or its representatives will be held confidential and shall not be utilized by the Union and/or its representatives for any purposes that do not directly relate to the EIP.

Nothing in this Letter of Understanding or employee participation in the EIP will be subject to the grievance and arbitration procedure of Article 3.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 22

RELATING TO JOINT COMMITMENT ON EMPLOYMENT SECURITY

(Engineering and Technical Units)

Reductions in employment in Commercial Airplanes have been very painful for everyone involved. The negative effects on both morale and productivity have been substantial. This, along with uncertain economic conditions, has resulted in a great deal of focus on both job security and our future.

SPEEA and the Company understand the impact these issues have had on employees, their careers and Boeing’s overall performance. Therefore, we have developed constructive approaches to address them. The foundation of our company’s success is the technical workforce, and it is clear that business success starts with commitment to people first. This commitment must be demonstrated by our actions, and our agreement to form a real partnership was an important step forward.

As we know, job security is enhanced by preparing ourselves to compete more effectively in a dynamic, global marketplace. SPEEA and the Company are jointly committed to a number of critical initiatives where we will work together for the mutual success of employees, SPEEA and Boeing. These include:

· Breakthrough improvements in productivity and morale through effective utilization

· Retention and transfer of key knowledge

· Exploring more effective ways to link compensation to productivity

· Improved approaches to increase stabilization of employment levels

· Life-long learning as an investment in our knowledge and skills and an avenue for retraining

As we define and implement these key initiatives, our desire is that we use attrition whenever practical to accomplish any further reductions in employment and avoid layoffs in the future. We are committed to exploring new and innovative approaches to employment transitions. Due to the cyclical nature of our business, it is difficult to predict and control conditions that affect employment levels. Therefore, to the extent practical, the Company will provide job transition support and services to the technical workforce affected by employment reductions through, but not limited to, the following:

· Skills retraining (Ed Wells Partnership)

· Career Transition Services

· Career Counseling

· Resume preparation

· Boeing Enterprise Staffing System (BESS)

· Intellectual capital management

· Skills management through Process Councils and Skill Teams

· Partnerships with local educational institutions

· Financial counseling

· Medical benefits continuation

· Income benefits continuation

We will continue programs for knowledge retention and transfer and skill retraining to support employees as Boeing transitions over time. We have committed additional funds to the Ed Wells Partnership. We will also commit to continued discussions in our Joint Workforce Committee on these important topics.

Lastly, we will to continue to work together to build a positive and successful future for our company and our team.

Nothing in this Letter of Understanding will be subject to the grievance and arbitration procedure of Article 3.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 23

RELATING TO OVERTIME

(Engineering and Technical Units)

It is understood that the authority of the Company to require overtime is necessary for business planning and meeting operational objectives. The parties recognize, however, that the exercise of this authority may affect employee productivity.

Accordingly, the Company and SPEEA agree, subject to the exceptions noted below, that no employee shall normally be required, and need not be permitted, to work more than 144 overtime hours in any budget quarter, more than two weekends consecutively without the next weekend off, or more than 8 hours on a Saturday or a Sunday. Overtime work on either a Saturday and a Sunday, or a Saturday or a Sunday, shall constitute a weekend worked. All overtime on a holiday as set forth in Section 7.1 of the Agreement or on the weekend which immediately precedes a Monday holiday or immediately follows a Friday holiday shall be voluntary.

All overtime in excess of the above limits shall be strictly on a voluntary basis and no employee shall suffer retribution for refusal or failure to volunteer. An employee may be required to perform overtime work beyond the above limitations where necessary for delivery of Company products to a customer, where necessary for the timely submission of proposals where related to customer-requested emergency repair of delivered products, or for Government DX or Government DO rated orders.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 24

RELATING TO EXTENDED TRAVEL / STOPOVERS

(Engineering and Technical Units)

Employees whose scheduled travel is greater than twenty (20) hours shall be permitted to schedule a stopover rest period generally not to exceed twelve (12) hours, before continuing travel on the next available flight. In lieu of a stopover, the employee will be allowed ten (10) hours between the time of arrival at the destination and the time they report to work. Exceptions to this provision may be made at management's discretion when management determines the trip to be an urgent travel requirement (e.g. AOG situations)

Employees returning home from a travel assignment where the scheduled travel is greater than twenty (20) hours will be allowed twelve (12) hours between time of arrival at the home terminal, and the start of their next regular shift assignment. Employees will be granted time off with pay for any unworked portion of their assigned shift that falls within this twelve-hour period provided they report for work; except that, where the twelve-hour period extends beyond the end of the employee's regularly scheduled lunch period, the employee will not be required to report for work and will be paid for the entire shift.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 25

RELATED TO THREAT OF VIOLENCE

(Engineering and Technical Units)

In Threat of Violence (TOV) cases, where an employee is removed from the workplace, the company commits that the subject employee will not be without pay for more than two (2) calendar weeks.

Should the investigation/evaluation period extend beyond the two (2) calendar week period, the employee will be paid at their normal base rate for such time.

The company retains the right to administer corrective action if appropriate. Time in no-pay status shall not normally exceed the corrective action period.

The Company remains committed to work with the Union in an effort to minimize the amount of time employees would be off work without pay during the investigative/evaluation period. Accordingly, the company commits to notify SPEEA within 24 hours of a member being removed from the workplace for a TOV case.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 26

RELATING TO SEX CRIMES

(Engineering and Technical Units)

The Company and the Union recognize (1) the growing awareness and abhorrence in our society of sex crimes victimizing children, and (2) the deleterious effect the presence in the workforce of perpetrators of such crimes would have on the efficiency and morale of professional/engineering and technical employees of the Company and on the reputation of the Company and its products. The parties therefore agree as follows:

1. Any discipline or discharge of a Union-represented employee who has committed a sex crime victimizing a child or children shall be deemed to be for "just cause" and shall not be subject to the grievance and arbitration provisions of the parties' collective bargaining agreements or to any other challenge or proceeding by the Union.

2. For purposes of this Letter of Understanding, the term "sex crime victimizing a child or children" includes rape, sexual assault, statutory rape, incest, child molestation, child pornography, public indecency, indecent exposure, indecent liberties, communications with a minor for immoral purposes, promoting prostitution, and similar crimes as defined in the jurisdiction in which the offense is committed, where the victim of said crime(s) is under the age of 18 years at the time of the commission of the crime(s). An employee shall be considered to have committed such a crime if the employee is convicted of the crime, or if the employee pleads guilty or nolo contendere to the crime, or if the employee enters a special supervision program pursuant to a deferred prosecution arrangement relating to the crime.

3. The provisions of this Letter of Understanding shall not be deemed to define "just cause" or to affect the grievance and arbitration provisions in any other respect whatsoever, nor shall it be introduced or relied upon in any arbitration or other proceeding involving the parties which does not deal with the discipline or discharge of an employee who has committed a sex crime victimizing a child or children.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

LETTER OF UNDERSTANDING NO. 27

RELATING TO HEALTH AND INSURANCE PLAN YEAR CHANGE

(Engineering and Technical Units)

Effective January 1, 2010, the plan year for health and insurance benefits will change from July 1 to January 1. In order to transition to the new plan year, the Company will establish a 6 month plan year from July 1, 2009, through December 31, 2009. For the six (6) month plan year, the following changes for medical and dental benefits will apply:

§ Deductible

§ The employee will be responsible for half of the annual deductible that applies to individual and family for the 6 month plan year

§ Out-of-pocket maximums (applies to medical only)

§ The maximum out-of-pocket expenses for individual and family will be reduced to half for the 6 month plan year

If the plan that the employee is enrolled in does not have a deductible or out-of-pocket expenses, the benefits paid from July 1, 2009, through December 31, 2009, will not be impacted. All other benefit levels will be paid accordingly.

Effective January 1, 2010, all benefit levels will reset.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Date Date

LETTER OF UNDERSTANDING NO. 28

RELATING TO AOG ASSIGNMENTS

(Technical Units)

Boeing Commercial Airplane Group employees on emergency field assignments relating to airplane on ground (AOG) involving overnight travel from their home location to a location where the Company has not established an operation, and when such travel is covered by the Company's Business Travel procedures, shall not be subject to the provisions of Section 11.5(e) and 11.5(f).

The employee's work schedule status will be as follows:

(1) No shift identification will be assigned.

(2) Monday through Friday will be designated as regular workdays.

(3) Saturday will be designated as the first day of rest and Sunday will be designated as the second day of rest.

Wage payment basis will be as follows:

(1) The employee shall receive at least eight hours pay for each regular workday on which the employee works or is available for work.

(2) The employee's regular rate shall include his or her base rate plus a weekend premium rate of $3.00 per hour.

(3) For time worked in excess of 40 through 52 compensated hours in a workweek on other than a second day of rest, the employee shall be paid one and one-half times his or her base rate. For time worked in excess of 52 compensated hours in a workweek, the employee shall be paid at double his or her base rate.

(4) For time worked on the second day of rest and in excess of 40 compensated hours in a workweek, the employee shall be paid at double his or her base rate.

(5) For Company holidays which occur during a travel assignment employees shall receive eight hours' holiday pay, and in addition, for time worked on a holiday, the employee shall be paid at his or her regular rate for twice the hours worked.

The following telephone and laundry allowance will be authorized:

(1) An employee will be authorized to telephone his home at Company expense in accordance with applicable Company policy. Where available, the Company's BTN system will be used. When necessary to use conventional long-distance service, the employee will be reimbursed for the cost of the call, provided the call is of reasonable duration.

(2) An employee on a travel assignment will be reimbursed for the cost of any laundry service which is reasonable and necessary in accordance with applicable Company policy.

Employees returning from such a travel assignment will be allowed twelve hours between time of arrival at the home terminal, or clearance from U.S. Customs at the home terminal in the case of employees returning from international locations, and the start of their next regular shift assignment. Employees will be granted leave with pay for any unworked portion of their assigned shift which falls within this twelve-hour period provided they report for work at the applicable time so described in this provision. Exception to the above provision will be in the case where the twelve-hour period extends beyond the end of the employee's regularly scheduled lunch period, in which case the employee will not be required to report for work and will be paid for the entire shift.

Employees on intercontinental travel assignments for which time enroute exceeds twelve continuous hours will not be required to work their regular shift on the date of departure and will receive a minimum of eight hours pay for that day. When travel time enroute to a customer work location exceeds twelve continuous hours, a minimum of twelve hours rest will be provided prior to beginning work whenever possible within customer required schedules.

Dated: December 2, 2008

Society of Professional Engineering The Boeing Company

Employees in Aerospace

By By

Dated Dated

Appendix A

Holiday Schedule