CHICAGO, March 7, 2005 – Boeing [NYSE: BA] announced today that its Board of Directors asked for and received the resignation of President and CEO Harry Stonecipher on Sunday, March 6. Concurrently, the Board has appointed CFO James A. Bell, 56, as president and CEO on an interim basis, with Board Chairman Lew Platt assuming an expanded role in his capacity as non-executive chairman. Stonecipher will also leave the company’s Board; all changes are effective immediately.

The Board actions were taken following an investigation by internal and external legal counsel of the facts and circumstances surrounding a personal relationship between Stonecipher and a female executive of the company who did not report directly to him. The Board determined that his actions were inconsistent with Boeing’s Code of Conduct.

“The Board concluded that the facts reflected poorly on Harry’s judgment and would impair his ability to lead the company,” said Platt.

“The resignation was in no way related to the company’s operational performance or financial condition, both of which remain strong. However, the CEO must set the standard for unimpeachable professional and personal behavior, and the Board determined that this was the right and necessary decision under the circumstances,” he said.

The Board ordered an immediate and comprehensive investigation of the matter after Platt received information that was sent anonymously to him and to the company’s legal and ethics leaders 10 days ago. The investigation determined the relationship was consensual and had no effect on the conduct of the company’s business. The investigation also determined that neither the career nor the compensation of the female executive was influenced by this relationship.

Bell is a 32-year veteran of the company who has served as Boeing CFO and as a member of the company’s Executive Council since November 2003. He oversees all company financial matters and will continue in this role during the interim period.

The Board has a robust succession planning process in place and will accelerate the search for a permanent CEO. Candidates both inside and outside the company are being considered. Bell, who is not a candidate, will serve until the process is completed.

“Boeing is in excellent shape with significant momentum due in large part to Harry’s forceful leadership,” said Bell. “We have a clear strategy that has us well positioned for future growth. Continuing his focus on execution is my top priority.”

“I know this is difficult news for everyone associated with Boeing, but we have strong leaders driving our businesses, and strong teams of employees driving performance,” Platt said. “At the same time, we are committed to strong ethical leadership. We have fought hard to restore our reputation. Everyone should know that if we see any improper activities, we will take decisive action.”