UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

The Boeing Company, a corporation.

File No. 001-0092

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of the acquisition by The Boeing Company ("Boeing") of certain assets of General Motors Corporation, and it now appearing that Boeing, hereinafter sometimes referred to as "Respondent," is willing to enter into this Agreement Containing Consent Order ("Consent Agreement") to refrain from certain acts and provide for certain other relief:

IT IS HEREBY AGREED by and between Respondent, by its duly authorized officers and attorney, and counsel for the Commission that:

1. Respondent Boeing is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 7755 E. Marginal Way South, Seattle, Washington 98108.
 
2. Respondent admits all the jurisdictional facts set forth in the draft of Complaint here attached.

3. Respondent waives:

a. any further procedural steps;
 
b. the requirement that the Commission's Decision and Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision and Order entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.
 
4. Within thirty (30) days of the date this Consent Agreement is signed by Respondent and every thirty (30) days thereafter until the Decision and Order becomes final, Respondent shall submit a report, pursuant to Commission Rule 2.33, 16 C.F.R.  2.33, signed by Respondent, setting forth in detail the manner in which Respondent has complied and will comply with Paragraphs II. through IX. of the Decision and Order. Such report will not become part of the public record unless and until the accompanying Consent Agreement and Decision and Order are accepted by the Commission for public comment.
 
5. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Respondent, in which event it will take such action as it may consider appropriate, or amend its complaint if circumstances so require and issue its Decision and Order, in disposition of the proceeding.
 
6. This Consent Agreement is for settlement purposes only and does not constitute an admission by Respondent that the law has been violated as alleged in the draft Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.
 
7. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Respondent, (1) issue its Complaint corresponding in form and substance with the draft Complaint here attached and its decision containing the following Decision and Order in disposition of the proceeding, and (2) make information public with respect thereto. When final, the Decision and Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and the Decision and Order to Respondent by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.14(a), shall constitute service. Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Decision and Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.
 
8. By signing this Consent Agreement, Respondent represents that it can accomplish the full relief contemplated by the attached Decision and Order.
 
9. Respondent has read the Complaint and Decision and Order contemplated hereby. Respondent understands that once the Decision and Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Decision and Order. Respondent agrees to comply with the terms of the Decision & Order from the date it signs this Consent Agreement. Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order after it becomes final.

Signed this _______ day of ___________, 2000.

THE BOEING COMPANY

_________________________
Valerie K. Schurman
Vice-President and Assistant General Counsel
The Boeing Company

_________________________
Benjamin S. Sharp
Perkins Coie
Counsel for The Boeing Company

FEDERAL TRADE COMMISSION

Norman A. Armstrong, Jr.
Rodney B. Choo
Tamara L. Bond
Attorneys

By:__________________________
Norman A. Armstrong, Jr.

APPROVED:

______________________________
Ann Malester
Assistant Director

______________________________
Molly S. Boast
Senior Deputy Director

______________________________
Richard G. Parker
Director
Bureau of Competition