POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby
constitutes and appoints each of J. Michael Luttig, Michael F. Lohr,
Gregory C. Vogelsperger, Rebecca W. Bukolt and Elizabeth C. Towle,
signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of The Boeing
Company (the "Company"), Forms 3, 4 and 5 (including amendments
thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations thereunder and a Form ID,
Uniform Application for Access Codes to File on Edgar;

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms 3, 4 or 5 or Form ID and timely file such
forms (including amendments thereto) and application with the United
States Securities and Exchange Commission and any stock exchange or
similar authority; and

(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

       The undersigned agrees that each such attorney-in-fact herein
may rely entirely on information furnished orally or in writing by
the undersigned to such attorney-in-fact.  The undersigned also agrees
to indemnify and hold harmless the Company and each such attorney-in-
fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue
statements or omission of necessary facts in the information provided
by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and
such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.

       This Power of Attorney supersedes any power of attorney
previously executed by the undersigned regarding the purposes outlined
in the first paragraph hereof ("Prior Powers of Attorney"), and the
authority of the attorneys-in-fact named in any Prior Powers of
Attorney is hereby revoked.

       This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier (a) revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact or (b) superseded by a new power of attorney regarding the
purposes outlined in the first paragraph hereof dated as of a later date.

       IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 4 day of September, 2009.

/s/ Dennis A. Muilenburg
Dennis A. Muilenburg