<PAGE> 




                                Exhibit (2) 
        Agreement and Plan of Merger, Dated as of December 14, 1996,
            Among The Boeing Company, West Acquisition Corp., and
                         McDonnell Douglas Corporation.


                                    
<PAGE>  

==============================================================================

                          AGREEMENT AND PLAN OF MERGER

                                      among

                               THE BOEING COMPANY

                             WEST ACQUISITION CORP.

                                       and

                          MCDONNELL DOUGLAS CORPORATION


                          Dated as of December 14, 1996

==============================================================================






                                TABLE OF CONTENTS

                          AGREEMENT AND PLAN OF MERGER

                                                                       page
                                                                       ----
                                    ARTICLE I

                                   The Merger


        1.1.    The Merger . . . . . . . . . . . . . . . . . .           2
        1.2.    Closing  . . . . . . . . . . . . . . . . . . .           2
        1.3.    Effective Time . . . . . . . . . . . . . . . .           2
        1.4.    Effects of the Merger  . . . . . . . . . . . .           2
        1.5.    Charter and By-laws  . . . . . . . . . . . . .           2
        1.6.    Directors  . . . . . . . . . . . . . . . . . .           3


                                   ARTICLE II
                           EFFECT OF THE MERGER ON THE
                       STOCK OF THE CONSTITUENT COMPANIES;
                            EXCHANGE OF CERTIFICATES


        2.1.    Effect on Stock  . . . . . . . . . . . . . . .           3
        2.2.    Exchange of Certificates . . . . . . . . . . .           4



                                   
                                   ARTICLE III
                           STOCKHOLDER APPROVAL; BOARD
                             OF DIRECTORS OF Boeing



        3.1.    Stockholder Approval . . . . . . . . . . . . .           9  
        3.2.    Board of Directors of Boeing . . . . . . . . .          10
        3.3.    Officers of Boeing . . . . . . . . . . . . . .          10

<PAGE>

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF MDC

        4.1.    Organization, Qualification, Etc.  . . . . . .          11
        4.2.    Stock  . . . . . . . . . . . . . . . . . . . .          12
        4.3.    Corporate Authority Relative to this
                 Agreement; No Violation . . . . . . . . . . .          12
        4.4.    Reports and Financial Statements . . . . . . .          14
        4.5.    No Undisclosed Liabilities . . . . . . . . . .          15
        4.6.    No Violation of Law  . . . . . . . . . . . . .          15
        4.7.    Environmental Laws and Regulations . . . . . .          15
        4.8.    No Undisclosed Employee Benefit Plan
                 Liabilities or Severance Arrangements . . . .          16
        4.9.    Absence of Certain Changes or Events . . . . .          16
        4.10.   Investigations; Litigation . . . . . . . . . .          16
        4.11.   Joint Proxy Statement; Registration Statement;
                 Other information . . . . . . . . . . . . . .          17
        4.12.   MDC Rights Plan  . . . . . . . . . . . . . . .          17
        4.13.   Lack of Ownership of Boeing Common Stock . . .          18
        4.14.   Tax Matters  . . . . . . . . . . . . . . . . .          18
        4.15.   Opinion of Financial Advisor . . . . . . . . .          20
        4.16.   Required Vote of MDC Stockholders  . . . . . .          20
        4.17.   Pooling of Interests . . . . . . . . . . . . .          20


                                    ARTICLE V

              REPRESENTATIONS AND WARRANTIES OF Boeing and SUB

        5.1.    Organization, Qualification, Etc.  . . . . . .          21
        5.2.    Capital Stock  . . . . . . . . . . . . . . . .          21
        5.3.    Corporate Authority Relative to this
                 Agreement; No Violation   . . . . . . . . . .          22
        5.4.    Reports and Financial Statements . . . . . . .          23
        5.5.    No Undisclosed Liabilities . . . . . . . . . .          24
        5.6.    No Violation of Law  . . . . . . . . . . . . .          25
        5.7.    Environmental Laws and Regulations . . . . . .          25
        5.8.    No Undisclosed Employee Benefit Plan
                 Liabilities or Severance Arrangements . . . .          25
        5.9.    Absence of Certain Changes or Events . . . . .          26
        5.10.   Investigation; Litigation  . . . . . . . . . .          26
        5.11.   Joint Proxy Statement; Registration
                 Statement; Other Information  . . . . . . . .          26
        5.12.   Lack of Ownership of MDC Common Stock  . . . .          27  
        5.13.   Boeing Rights Plan . . . . . . . . . . . . . .          27
<PAGE>

       
        5.14.   Tax Matters  . . . . . . . . . . . . . . . . .          27
        5.15.   Opinion of Financial Advisor . . . . . . . . .          28
        5.16.   Required Vote of Boeing Stockholders . . . . .          28
        5.17.   Pooling of Interests . . . . . . . . . . . . .          29


                                   ARTICLE VI

                            COVENANTS AND AGREEMENTS

        6.1.    Conduct of Business by MDC or Boeing . . . . .          29
        6.2.    Investigation  . . . . . . . . . . . . . . . .          34
        6.3.    Cooperation  . . . . . . . . . . . . . . . . .          35
        6.4.    Affiliate Agreements . . . . . . . . . . . . .          36
        6.5.    Employee Stock Options; Incentive and
                 Benefit Plans . . . . . . . . . . . . . . . .          37
        6.6.    Filings; Other Action  . . . . . . . . . . . .          38
        6.7.    Further Assurances . . . . . . . . . . . . . .          39
        6.8.    Takeover Statute . . . . . . . . . . . . . . .          39
        6.9.    No Solicitation  . . . . . . . . . . . . . . .          40
        6.10.   Public Announcements . . . . . . . . . . . . .          41
        6.11.   Indemnification and Insurance  . . . . . . . .          41
        6.12.   Accountants' "Comfort" Letters . . . . . . . .          41
        6.13.   Additional Reports . . . . . . . . . . . . . .          42
        6.14.   Co-Ordination of Dividends . . . . . . . . . .          42


                                   ARTICLE VII

                            CONDITIONS TO THE MERGER

        7.1.    Conditions to Each Party's Obligation
                 to Effect the Merger  . . . . . . . . . . . .          42
        7.2.    Conditions to Obligations of MDC
                 to Effect in the Merger . . . . . . . . . . .          44
        7.3.    Conditions to Obligations of Boeing
                 to Effect the Merger  . . . . . . . . . . . .          45

<PAGE>

                                  ARTICLE VIII

                 TERMINATION, WAIVER, AMENDMENT AND CLOSING

        8.1.    Termination of Abandonment . . . . . . . . . .          45
        8.2.    Termination Fee  . . . . . . . . . . . . . . .          47
        8.3.    Amendment or Supplement  . . . . . . . . . . .          48
        8.4.    Extension of Time, Waiver, Etc.  . . . . . . .          48


                                   

                                   ARTICLE IX

                                  MISCELLANEOUS

        9.1.    No Survival of Representations
                 and Warranties  . . . . . . . . . . . . . . .          49
        9.2.    Expenses . . . . . . . . . . . . . . . . . . .          49
        9.3.    Counterparts; Effectiveness  . . . . . . . . .          49
        9.4.    Governing Law  . . . . . . . . . . . . . . . .          49
        9.5.    Notices  . . . . . . . . . . . . . . . . . . .          50
        9.6.    Assignment; Binding Effect . . . . . . . . . .          50
        9.7.    Severability . . . . . . . . . . . . . . . . .          51 
        9.8.    Enforcement of Agreement . . . . . . . . . . .          51
        9.9.    Miscellaneous  . . . . . . . . . . . . . . . .          51
        9.10.   Headings . . . . . . . . . . . . . . . . . . .          51
        9.11.   Subsidiaries; Significant
                 Subsidiaries; Affiliates  . . . . . . . . . .          52
        9.12.   Finders or Brokers . . . . . . . . . . . . . .          52


                                   


<PAGE>  
                THIS AGREEMENT AND PLAN OF MERGER, dated as of December 14,
1996 (this "Agreement"), is among THE BOEING COMPANY ("Boeing"), WEST
ACQUISITION CORP. ("Sub") and MCDONNELL DOUGLAS CORPORATION ("MDC").

                WHEREAS,  MDC is a corporation duly organized and existing under
the laws of the State of Maryland,  Boeing is a corporation  duly  organized and
existing  under the laws of the State of Delaware and Sub is a corporation  duly
organized and existing under the laws of the State of Maryland;

                WHEREAS,  the respective Boards of Directors of Boeing,  Sub and
MDC have  approved and have  declared  advisable the merger of Sub with and into
MDC (the  "Merger"),  upon the terms and  subject  to the  conditions  set forth
herein,  whereby  each  issued and  outstanding  share of MDC  Common  Stock (as
defined in Section  4.2) not owned  directly by MDC or Boeing will be  converted
into .65 of a share of Boeing Common Stock (as defined in Section 5.2), and have
determined that the Merger and the other  transactions  contemplated  hereby are
consistent with, and in furtherance of, their respective business strategies and
goals;

                WHEREAS,  the parties  desire to make  certain  representations,
warranties,  covenants and agreements in connection  with the Merger and also to
prescribe various conditions to the Merger;

                WHEREAS,  for federal  income tax purposes,  it is intended that
the Merger will  qualify as a  reorganization  under the  provisions  of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and

                WHEREAS, for financial accounting purposes,  it is intended that
the Merger will be accounted for as a pooling of interests transaction.


                NOW,  THEREFORE,  in  consideration  of the  mutual  agreements,
provisions and covenants  contained in this Agreement,  the parties hereby agree
as follows:



<PAGE>
                                                                 2
                                    ARTICLE I

                                   The Merger

                Section  1.1.  The  Merger.  Upon the terms and  subject  to the
conditions  set forth in this  Agreement,  and in  accordance  with the Maryland
General  Corporation Law (the "MGCL"),  Sub shall be merged with and into MDC at
the Effective  Time (as defined in Section 1.3).  Following the Effective  Time,
the  separate  corporate  existence  of Sub  shall  cease  and MDC  shall be the
surviving  corporation  (the "Surviving  Corporation")  and shall succeed to and
assume all the rights and obligations of Sub in accordance with the MGCL.

                Section 1.2. Closing.  The closing of the Merger (the "Closing")
will take place at 10:00 a.m.  on a date to be  specified  by the  parties  (the
"Closing  Date"),  which  shall be no later than the second  business  day after
satisfaction  or  waiver of the  conditions  set forth in  Article  VII,  unless
another  time or date is agreed to by the parties  hereto.  The Closing  will be
held at such  location  in the City of New York as is agreed  to by the  parties
hereto.


                Section 1.3.  Effective Time.  Subject to the provisions of this
Agreement,  as soon as  practicable  on or after the Closing  Date,  the parties
shall file articles of merger or other appropriate  documents (in any such case,
the "Articles of Merger") executed in accordance with the relevant provisions of
the MGCL and shall make all other filings or recordings required under the MGCL.
The  Merger  shall  become  effective  at such time as the State  Department  of
Assessments and Taxation of Maryland  accepts the Articles of Merger for record,
or at such  subsequent date or time as Boeing and MDC shall agree and specify in
the Articles of Merger (the time the Merger becomes  effective being hereinafter
referred to as the "Effective Time").

                Section  1.4.  Effects of the Merger.  The Merger shall have the
effects set forth in Section 3-114 of the MGCL.

                Section 1.5.  Charter and By-laws.  A.  The charter of MDC, as
in effect immediately prior to the execution of this Agreement, shall be the
charter of the Surviving Corporation until thereafter changed or amended as
provided therein or by applicable law.

                                        
<PAGE>
                                                                      3

                B. The  by-laws of MDC,  as in effect  immediately  prior to the
execution of this Agreement,  shall be the by-laws of the Surviving  Corporation
until thereafter changed or amended as provided therein or by applicable law.

                Section 1.6.  Directors.  The  directors of Sub at the Effective
Time shall be the directors of the Surviving  Corporation  until the next annual
meeting  of  stockholders  of  the  Surviving   Corporation  (or  their  earlier
resignation or removal) and until their  respective  successors are duly elected
and qualified, as the case may be.


                                   ARTICLE II

                  Effect of the Merger on the Stock of the
             Constituent Corporations; Exchange of Certificates

                Section 2.1.  Effect on Stock.  As of the Effective Time, by
virtue of the Merger and without any action on the part of Sub, MDC or the
holders of any securities of MDC or Sub:

                (a) Cancelation of MDC-Owned Stock and Boeing-Owned  Stock. Each
share of MDC  Common  Stock  that is owned  directly  by MDC or by Boeing  shall
automatically  be  canceled  and  retired  and  shall  cease  to  exist,  and no
consideration shall be delivered in exchange therefor.

                (b) Conversion of MDC Common Stock.  Subject to Section  2.2(e),
each issued and  outstanding  share of MDC Common Stock (other than shares to be
canceled in accordance  with Section  2.1(a))  shall be converted  into .65 of a
fully paid and  nonassessable  share of Boeing Common  Stock,  together with the
associated Boeing Right (as defined in Section 5.2; unless the context otherwise
requires,  all  references  herein to Boeing Common Stock include the associated
Boeing Rights) (the "Merger Consideration").  As of the Effective Time, all such
shares  of  MDC  Common  Stock  shall  no  longer  be   outstanding   and  shall
automatically  be canceled and retired and shall cease to exist, and each holder
of a certificate or certificates  which  immediately prior to the Effective Time
represented  outstanding shares of MDC Common Stock (the  "Certificates")  shall
cease to have any rights with respect thereto, except theright to receive (i)  
certificates  representing  the number of whole  shares of
Boeing  Common  Stock  into  which  such  shares  have been  converted  ("Boeing
Certificates"),  (ii) certain  dividends


<PAGE>
                                                                      4

and other distributions in accordance with Section 2.2(c) and (iii) cash in lieu
of fractional  shares of Boeing Common Stock in accordance  with Section 2.2(e),
without interest.

                (c)   Conversion  of  Common  Stock  of  Sub.  Each  issued  and
outstanding  share of common stock,  par value $1.00 per share,  of Sub shall be
converted into one validly issued,  fully paid and nonassessable share of common
stock of the Surviving Corporation.

                Section 2.2.  Exchange of Certificates.
                (a)  Exchange Agent. As of the Effective Time, Boeing shall
enter into an agreement  with such bank or trust company as may be designated by
Boeing and as shall be reasonably  satisfactory  to MDC (the "Exchange  Agent"),
which shall provide that Boeing shall deposit with the Exchange  Agent as of the
Effective  Time,  for the benefit of the holders of shares of MDC Common  Stock,
for exchange in  accordance  with this Article II,  through the Exchange  Agent,
Boeing  Certificates  representing  the number of whole shares of Boeing  Common
Stock (such  shares of Boeing  Common  Stock,  together  with any  dividends  or
distributions  with respect thereto with a record date after the Effective Time,
any Excess Shares (as defined in Section  2.2(e)) and any cash  (including  cash
proceeds from the sale of the Excess  Shares)  payable in lieu of any fractional
shares of Boeing  Common Stock being  hereinafter  referred to as the  "Exchange
Fund") issuable  pursuant to Section 2.1 in exchange for  outstanding  shares of
MDC Common Stock.

                (b) Exchange Procedures. As soon as reasonably practicable after
the Effective  Time, the Exchange Agent shall mail to each holder of record of a
Certificate whose shares were converted into the Merger Consideration,  pursuant
to Section 2.1, (i) a letter of  transmittal  (which shall specify that delivery
shall be effected,  and risk of loss and title to the  Certificates  shall pass,
only upon  delivery of the  Certificates  to the Exchange  Agent and shall be in
such form and have  such  other  provisions  as  Boeing  and MDC may  reasonably
specify)  and  (ii)  instructions  for use in  effecting  the  surrender  of the
Certificates  in exchange  for the Merger  Consideration.  Upon  surrender  of a
Certificate for cancelation to the Exchange Agent,  together with such letter of
transmittal,  duly  executed,  and such other  documents  as may  reasonably  be
required by the Exchange Agent, the holder of such Certificate shall be entitled
to receive in exchange therefor a Boeing Certificate representing that number of
whole  shares of Boeing  Common Stock



<PAGE>
                                                                           5
which such holder has the right to receive  pursuant to the  provisions  of this
Article II, certain dividends or other  distributions in accordance with Section
2.2(c)  and cash in lieu of any  fractional  share in  accordance  with  Section
2.2(e),  and the Certificate so surrendered shall forthwith be canceled.  In the
event of a transfer of ownership of MDC Common Stock which is not  registered in
the transfer records of MDC, a Boeing Certificate representing the proper number
of shares of Boeing Common Stock may be issued to a person other than the person
in whose name the  Certificate so surrendered is registered if such  Certificate
shall be properly  endorsed or  otherwise be in proper form for transfer and the
person  requesting such issuance shall pay any transfer or other nonincome taxes
required by reason of the issuance of shares of Boeing  Common Stock to a person
other  than the  registered  holder  of such  Certificate  or  establish  to the
satisfaction of Boeing that such tax has been paid or is not  applicable.  Until
surrendered as contemplated by thisSection 2.2, each Certificate shall be deemed
at any time after the Effective Time to represent only the right to receive upon
such surrender  Boeing  Certificates  representing the number of whole shares of
Boeing  Common  Stock  into  which  the  shares  of MDC  Common  Stock  formerly
represented by such Certificate have been converted,  certain dividends or other
distributions  in  accordance  with  Section  2.2(c)  and  cash  in  lieu of any
fractional share in accordance with Section 2.2(e).  No interest will be paid or
will  accrue on any cash  payable  to holders of  Certificates  pursuant  to the
provisions of this Article II.

                (c)  Distributions  with  Respect  to  Unexchanged   Shares.  No
dividends  or other  distributions  with  respect to Boeing  Common Stock with a
record  date  after  the  Effective  Time  shall  be paid to the  holder  of any
unsurrendered  Certificate  with  respect to the shares of Boeing  Common  Stock
represented  thereby,  and no cash payment in lieu of fractional shares shall be
paid to any such holder  pursuant  to Section  2.2(e),  and all such  dividends,
other distributions and cash in lieu of fractional shares of Boeing Common Stock
shall be paid by Boeing to the  Exchange  Agent  and  shall be  included  in the
Exchange  Fund,  in  each  case  until  the  surrender  of such  Certificate  in
accordance with this Article II. Subject to the effect of applicable  escheat or
similar laws, following surrender of any such Certificate there shall be paid to
the holder of the Boeing Certificate  representing whole shares of Boeing Common
Stock issued in exchange  therefor,  without  interest,  (i) at the 

<PAGE>
                                                                     6          

time of such surrender,  the amount of dividends or other  distributions  with a
record date after the Effective Time theretofore paid with respect to such whole
shares of Boeing  Common  Stock and the amount of any cash  payable in lieu of a
fractional  share of  Boeing  Common  Stock to which  such  holder  is  entitled
pursuant to Section 2.2(e) and (ii) at the appropriate  payment date, the amount
of dividends or other  distributions with a record date after the Effective Time
but prior to such surrender and with a payment date subsequent to such surrender
payable with respect to such whole shares of Boeing Common  Stock.  Boeing shall
make available to the Exchange Agent cash for these purposes.

                (d) No Further  Ownership Rights in MDC Common Stock. All shares
of Boeing Common Stock issued upon the surrender for exchange of Certificates in
accordance  with the terms of this Article II (including  any cash paid pursuant
to this  Article  II) shall be deemed to have  been  issued  (and  paid) in full
satisfaction  of all  rights  pertaining  to the  shares  of  MDC  Common  Stock
theretofore represented by such Certificates, subject, however, to the Surviving
Corporation's  obligation to pay any  dividends or make any other  distributions
with a record date prior to the Effective Time which may have been authorized or
made by MDC on such  shares  of MDC  Common  Stock  which  remain  unpaid at the
Effective  Time, and there shall be no further  registration of transfers on the
stock  transfer  books of the Surviving  Corporation of the shares of MDC Common
Stock which were outstanding  immediately prior to the Effective Time. If, after
the Effective Time,  Certificates are presented to the Surviving  Corporation or
the  Exchange  Agent for any reason,  they shall be canceled  and  exchanged  as
provided in this Article II, except as otherwise provided by law.

                (e) No Fractional  Shares.  (i) No Boeing  Certificates or scrip
representing  fractional  shares of Boeing Common Stock shall be issued upon the
surrender for exchange of  Certificates,  no dividend or  distribution of Boeing
shall  relate to such  fractional  share  interests  and such  fractional  share
interests  will not  entitle  the owner  thereof  to vote or to any  rights of a
stockholder of Boeing.

                (ii) As promptly as  practicable  following the Effective  Time,
the Exchange  Agent will  determine the excess of (A) the number of whole shares
of Boeing  Common Stock  delivered to the Exchange  Agent by Boeing  pursuant to
Section  2.2(a) over (B) the  aggregate  number of whole shares

<PAGE>
                                                                      7
of Boeing Common Stock to be distributed to holders of MDC Common Stock pursuant
to Section  2.2(b)  (such  excess  being  herein  called the  "Excess  Shares").
Following  the  Effective  Time,  the Exchange  Agent will,  on behalf of former
stockholders of MDC, sell the Excess Shares at then-prevailing prices on the New
York Stock  Exchange,  Inc. (the "NYSE"),  all in the manner provided in Section
2.2(e)(iii).

                (iii) The sale of the Excess  Shares by the Exchange  Agent will
be executed on the NYSE through one or more member firms of the NYSE and will be
executed in round lots to the extent  practicable.  The Exchange  Agent will use
reasonable  efforts  to  complete  the sale of the  Excess  Shares  as  promptly
following  the  Effective  Time as, in the Exchange  Agent's sole  judgment,  is
practicable  consistent with obtaining the best execution of such sales in light
of prevailing  market  conditions.  Until the net proceeds of such sale or sales
have been  distributed  to the holders of MDC Common Stock,  the Exchange  Agent
will hold such  proceeds  in trust for the  holders  of MDC  Common  Stock  (the
"Common Shares  Trust").  The Surviving  Corporation  will pay all  commissions,
transfer taxes and other out-of-pocket transaction costs, including the expenses
and  compensation of the Exchange Agent incurred in connection with such sale of
the Excess  Shares.  The Exchange Agent will determine the portion of the Common
Shares Trust to which each holder of MDC Common  Stock is  entitled,  if any, by
multiplying  the amount of the  aggregate  net  proceeds  comprising  the Common
Shares  Trust  by a  fraction,  the  numerator  of which  is the  amount  of the
fractional  share  interest to which such holder of MDC Common Stock is entitled
(after  taking into account all shares of MDC Common Stock held at the Effective
Time by such holder) and the  denominator  of which is the  aggregate  amount of
fractional  share  interests  to which  all  holders  of MDC  Common  Stock  are
entitled.

                (iv)  Notwithstanding  the provisions of Section  2.2(e)(ii) and
(iii), the Surviving Corporation may elect at its option, exercised prior to the
Effective Time, in lieu of the issuance and sale of Excess Shares and the making
of the payments hereinabove contemplated, to pay each holder of MDC Common Stock
an  amount  in  cash  equal  to the  product  obtained  by  multiplying  (A) the
fractional  share  interest to which such holder  (after taking into account all
shares of MDC Common  Stock held at the  Effective  Time by such  holder)  would
otherwise  be  entitled by (B) the  closing  price for a share of Boeing  Common
Stock as reported on the NYSE  Composite  Transaction  Tape (as  reported in The
Wall  Street  Journal,

<PAGE>
                                                                         8  

or, if not  reported  thereby,  any other  authoritative  source) on the Closing
Date, and, in such case, all references  herein to the cash proceeds of the sale
of the Excess Shares and similar  references will be deemed to mean and refer to
the payments calculated as set forth in this Section 2.2(e)(iv).

                (v) As soon as practicable after the determination of the amount
of cash,  if any, to be paid to holders of MDC Common  Stock with respect to any
fractional share interests,  the Exchange Agent will make available such amounts
to such holders of MDC Common Stock subject to and in accordance  with the terms
of Section 2.2(c).

                (f)  Termination  of Exchange  Fund. Any portion of the Exchange
Fund which  remains  undistributed  to the holders of the  Certificates  for six
months after the Effective Time shall be delivered to Boeing,  upon demand,  and
any holders of the  Certificates  who have not  theretofore  complied  with this
Article II shall  thereafter  look only to Boeing for payment of their claim for
Merger  Consideration or shares, any cash in lieu of fractional shares of Boeing
Common Stock and any  dividends or  distributions  with respect to Boeing Common
Stock.

                (g) No Liability. None of Boeing, MDC, Sub or the Exchange Agent
shall be liable to any person in respect  of any shares of Boeing  Common  Stock
(or dividends or  distributions  with respect thereto) or cash from the Exchange
Fund in each case  delivered  to a public  official  pursuant to any  applicable
abandoned  property,  escheat or similar law. If any Certificate  shall not have
been  surrendered  prior to seven years after the Effective Time (or immediately
prior to such earlier date on which any Merger  Consideration,  any cash payable
to the holder of such  Certificate  pursuant to this Article II or any dividends
or  distributions  payable to the  holder of such  Certificate  would  otherwise
escheat to or become the property of any  governmental  body or  authority)  any
such Merger Consideration or cash, dividends or distributions in respect of such
Certificate  shall,  to the  extent  permitted  by  applicable  law,  become the
property of the Surviving Corporation,  free and clear of all claims or interest
of any person previously entitled thereto.

                (h) Investment of Exchange Fund. The Exchange Agent shall invest
any cash included in the Exchange Fund, as directed by Boeing, on a daily basis.

<PAGE>
                                                                      9

Any interest and other income resulting from such  investments  shall be paid to
Boeing.

                (i) Lost Certificates.  If any Certificate shall have been lost,
stolen or destroyed,  upon the making of an affidavit of that fact by the person
claiming such  Certificate  to be lost,  stolen or destroyed and, if required by
the  Surviving  Corporation,  the  posting  by  such  person  of a bond  in such
reasonable  amount as the Surviving  Corporation may direct as indemnity against
any claim that may be made  against it with  respect  to such  Certificate,  the
Exchange  Agent  will  issue in  exchange  for such  lost,  stolen or  destroyed
Certificate  the Merger  Consideration  and, if applicable,  any cash in lieu of
fractional  shares,  and unpaid dividends and  distributions on shares of Boeing
Common Stock deliverable in respect thereof, pursuant to this Agreement.


                                   ARTICLE III

                           Stockholder Approval; Board
                             of Directors of Boeing

                Section  3.1.  Stockholder  Approval.  Subject  to the terms and
conditions  contained herein, (i) this Agreement shall be submitted for approval
to the  holders of shares of MDC  Common  Stock at a meeting to be duly held for
this purpose by MDC (the "MDC Meeting"),  and (ii) the issuance of Boeing Common
Stock in connection with the Merger (the "Share  Issuance"),  shall be submitted
for approval to the holders of shares of Boeing  Common Stock at a meeting to be
duly held for this purpose by Boeing (the "Boeing Meeting"). MDC and Boeing
shall  coordinate  and cooperate with respect to the timing of such meetings and
shall  endeavor to hold such meetings on the same day and as soon as practicable
after the date hereof.  MDC and Boeing  shall  recommend  that their  respective
stockholders  approve such matters and such recommendation shall be contained in
the Joint Proxy Statement (as defined in Section 4.11),  except,  in the case of
MDC, to the extent that the Board of  Directors  of MDC shall have  withdrawn or
modified  its  approval or  recommendation  of this  Agreement or the Merger and
terminated this Agreement in accordance with Section 8.1(e).  Nothing  contained
in the preceding  sentence  shall prohibit MDC from taking and disclosing to its
stockholders  a position  contemplated  by Rule 14e-2(a)  promulgated  under the
Exchange Act(as defined in Section 4.3)

<PAGE>
                                                                           10

or from making any disclosure to MDC or MDC's stockholders if, in the good faith
judgment of the Board of  Directors  of MDC,  after  consultation  with  outside
counsel,  failure so to disclose would be inconsistent with its duties to MDC or
MDC's stockholders under applicable law; provided,  however, neither MDC nor its
Board of Directors nor any committee  thereof shall,  except as permitted by the
preceding sentence, withdraw or modify, or propose publicly to its position with
respect to this  Agreement  or the Merger or  approve or  recommend,  or propose
publicly to approve or  recommend,  a Takeover  Proposal  (as defined in Section
6.9).
                Section  3.2.  Board  of  Directors  of  Boeing.  The  Board  of
Directors of Boeing shall take all action  necessary  immediately  following the
Effective  Time to fix  the  number  of  directors  constituting  the  Board  of
Directors  at between 12 and 15  members.  The Board of  Directors  of MDC shall
select  from among the  current  members of the Board of  Directors  of MDC such
number (rounded up to the next whole number) of individuals acceptable to Boeing
for nomination as directors of Boeing as shall constitute one-third of the total
number of members of the Board of Directors of Boeing immediately  following the
Effective  Time. If an  individual so selected  consents to serve as a director,
such individual  shall be elected as a director of Boeing (and shall be assigned
to such class of directors such that, after giving effect to the election of all
the directors of MDC to be elected to the Board of Directors of Boeing  pursuant
to the preceding  sentence and the  assignment of each such director to a class,
the  directors  of MDC  elected  to the Board of  Directors  of Boeing  shall be
allocated as equally as practicable  among the different classes of the Board of
Directors of Boeing), effective as of the Effective Time, for a term expiring at
Boeing's next annual  meeting of  stockholders  following the Effective  Time at
which the term of the class to which such director belongs  expires,  subject to
being  renominated  as a  director  at  the  discretion  of  Boeing's  Board  of
Directors.

                Section  3.3.  Officers  of Boeing.  Immediately  following  the
Effective  Time,  Philip Condit shall be the Chairman of the Board and the Chief
Executive  Officer and Harry  Stonecipher  shall be the  President and the Chief
Operating Officer of Boeing.


<PAGE>  
                                                                      11
                                     ARTICLE IV

                      Representations and Warranties of MDC

                MDC represents and warrants to Boeing and Sub that:

                Section  4.1.  Organization,   Qualification,   Etc.  MDC  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Maryland and has the  corporate  power and  authority to own its
properties and assets and to carry on its business as it is now being  conducted
and  is  duly  qualified  to  do  business  and  is in  good  standing  in  each
jurisdiction  in which the  ownership  of its  properties  or the conduct of its
business  requires such  qualification,  except for  jurisdictions in which such
failure to be so qualified or to be in good standing would not,  individually or
in the aggregate,  have a Material  Adverse Effect (as  hereinafter  defined) on
MDC. As used in this  Agreement,  any  reference  to any state of facts,  event,
change or effect having a "Material Adverse Effect" on or with respect to MDC or
Boeing, as the case may be, means such state of facts,  event,  change or effect
that has had, or would reasonably be expected to have, a material adverse effect
on the business,  results of  operations  or financial  condition of MDC and its
Subsidiaries  (as defined in Section 9.11),  taken as a whole, or Boeing and its
Subsidiaries,  taken as a whole, as the case may be. The copies of MDC's charter
and by-laws which have been  delivered to Boeing are complete and correct and in
full force and effect on the date hereof. Each of MDC's Significant Subsidiaries
(as defined in Section 9.11) is a corporation  duly organized,  validly existing
and in good standing  under the laws of its  jurisdiction  of  incorporation  or
organization,  has the power and authority to own its properties and to carry on
its business as it is now being conducted,  and is duly qualified to do business
and is in good  standing  in each  jurisdiction  in which the  ownership  of its
property or the conduct of its business requires such qualification,  except for
jurisdictions in which such failure to be so qualified or to be in good standing
would not,  individually or in the aggregate,  have a Material Adverse Effect on
MDC.  All the  outstanding  shares  of  capital  stock  of,  or other  ownership
interests in, MDC's Significant  Subsidiaries are validly issued, fully paid and
non-assessable  and are owned by MDC, directly or indirectly,  free and clear of
all liens, claims, charges or encumbrances, except for restrictions contained in

<PAGE>

                                                                      12

credit agreements and similar instruments to which MDC is a party under which no
event of default has occurred or arisen.  There are no existing options,  rights
of first  refusal,  preemptive  rights,  calls or  commitments  of any character
relating  to the issued or unissued  capital  stock or other  securities  of, or
other  ownership  interests  in, any  Significant  Subsidiary of MDC (other than
rights of first  refusal,  preemptive  rights or similar rights held by MDC with
respect to certain of such Subsidiaries).

                Section  4.2.  Stock.  The  authorized  stock of MDC consists of
400,000,000  shares of common  stock,  par value  $1.00 per share  ("MDC  Common
Stock"),  and 10,000,000  shares of preferred  stock,  par value $1.00 per share
("MDC  Preferred  Stock"),  of which  1,000,000  shares have been  designated as
Series A Junior Participating  Preferred Stock ("MDC Series A Preferred Stock").
As of December 6, 1996,  209,731,625 shares of MDC Common Stock and no shares of
MDC Preferred Stock were issued and outstanding.  All the outstanding  shares of
MDC Common Stock have been validly issued and are fully paid and non-assessable.
As of  December  6, 1996,  there  were no  outstanding  subscriptions,  options,
warrants,  rights or other  arrangements or commitments  obligating MDC to issue
any shares of its stock other than:

                (a) rights to acquire  shares of MDC  Series A  Preferred  Stock
pursuant  to the Rights  Agreement,  amended and  restated  as of May 31,  1996,
between MDC and First Chicago Trust Company of New York (the "MDC Rights Plan");
and

                (b)  options  and other  rights to receive or acquire  1,050,479
shares of MDC Common Stock granted on or prior to December 6, 1996,  pursuant to
employee incentive or benefit plans,  programs and arrangements and non-employee
director plans.

                Except for the issuance of shares of MDC Common  Stock  pursuant
to the  options  and other  rights  referred  to in clause  4.2(b) and except as
provided  for in clause  6.1(a)(ix),  since  December 6, 1996,  no shares of MDC
Common Stock or MDC Preferred Stock have been issued.

                Section 4.3. Corporate Authority Relative to this Agreement;  No
Violation.  MDC has the  corporate  power  and  authority  to  enter  into  this
Agreement and to carry out its obligations hereunder. The execution and delivery

<PAGE>
                                                                           13

of this Agreement and the consummation of the transactions  contemplated  hereby
have been duly and  validly  authorized  by the Board of  Directors  of MDC and,
except for the approval of its stockholders,  no other corporate  proceedings on
the part of MDC are necessary to authorize this  Agreement and the  transactions
contemplated  hereby.  The Board of  Directors  of MDC has  determined  that the
transactions  contemplated by this Agreement are in the best interest of MDC and
its stockholders and to recommend to such  stockholders  that they vote in favor
thereof.  This Agreement has been duly and validly executed and delivered by MDC
and,  assuming this Agreement  constitutes a valid and binding  Agreement of the
other parties hereto,  this Agreement  constitutes a valid and binding agreement
of MDC,  enforceable against MDC in accordance with its terms (except insofar as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting   creditors'   rights
generally,  or by principles  governing the availability of equitable remedies).
MDC is not  subject  to or  obligated  under  any  charter,  bylaw  or  contract
provision  or any  licenses,  franchise  or  permit,  or subject to any order or
decree,  which would be breached or violated by its executing or, subject to the
approval of its stockholders,  carrying out this Agreement,  except as otherwise
previously  disclosed  in writing to Boeing and for any  breaches or  violations
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect  on  MDC.  Other  than  in  connection  with or in  compliance  with  the
provisions of the MGCL, the Securities Act of 1933, as amended (the  "Securities
Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the "HSR
Act"), Section 4043 of ERISA (as defined in Section 4.8), the Communications Act
of  1934,  as  amended  (the   "Communications   Act"),  any  non-United  States
competition,  antitrust and investment  laws and the securities or blue sky laws
of the  various  states and other  than any  necessary  approvals  of the United
States  government or any agencies,  departments  or  instrumentalities  thereof
(collectively,  the "MDC  Required  Approvals"),  no  authorization,  consent or
approval of, or filing with, any governmental body or authority is necessary for
the  consummation  by MDC of the  transactions  contemplated  by this Agreement,
except for such  authorizations,consents,  approvals or filings,  the failure to
obtain  or make  which  would  not,  individually  or in the  aggregate,  have a
Material Adverse Effect on MDC or substantially impair or delay the consummation
of  the   transactions   contemplated   hereby;   provided  that  MDC  makes  no


<PAGE>
                                                                           14

representation  with respect to such of the  foregoing as are required by reason
of  the  regulatory  status  of  Boeing  or any of  its  Subsidiaries  or  facts
specifically pertaining to any of them.

                Section 4.4.  Reports and Financial Statements.  MDC has
previously furnished to Boeing true and complete copies of:

                (a) MDC's Annual  Reports on Form 10-K filed with the Securities
and  Exchange  Commission  (the "SEC") for each of the years ended  December 31,
1993 through 1995;

                (b) MDC's Quarterly  Reports on Form 10-Q filed with the SEC for
the quarters ended March 31, June 30 and September 30, 1996;

                (c) each definitive proxy statement filed by MDC with the SEC
since December 31, 1993;

                (d) each  final  prospectus  filed  by MDC  with  the SEC  since
December 31, 1993, except any final prospectus on Form S-8; and

                (e) all  Current  Reports  on Form 8-K filed by MDC with the SEC
since December 31, 1995.

                Except as previously disclosed in writing to Boeing, as of their
respective dates, such reports, proxy statements and prospectuses (collectively,
the "MDC SEC Reports") (i) complied as to form in all material respects with the
applicable  requirements  of the Securities  Act, the Exchange Act and the rules
and  regulations  promulgated  thereunder  and (ii) did not  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances   under  which  they  were  made,  not  misleading.   The  audited
consolidated  financial statements and unaudited  consolidated interim financial
statements  included in the MDC SEC  Reports  (including  any related  notes and
schedules)  fairly  present the financial  position of MDC and its  consolidated
Subsidiaries  as of the dates  thereof  and the results of  operations  and cash
flows for the periods or as of the dates then ended (subject, where appropriate,
to normal year-end  adjustments),  in each case in accordance with past practice
and generally  accepted  accounting  principles  in the United  States  ("GAAP")
consistently  applied during the periods involved (except as otherwise disclosed

<PAGE>
                                                                      15


in the notes  thereto).  Since  December  31,  1993,  MDC has  timely  filed all
material reports, registration statements and other filings required to be filed
by it with the SEC under the rules and  regulations of the SEC.  Notwithstanding
anything to the contrary  contained in this  Section 4.4, no  representation  or
warranty is made with  respect to matters  relating to the consent  decree dated
June 24, 1996,  between MDC and the SEC, the  complaint  referred to therein and
the matters at issue or referred to in such complaint.

                Section 4.5. No Undisclosed Liabilities.  Neither MDC nor any of
its  Subsidiaries  has any liabilities or obligations of any nature,  whether or
not accrued,  contingent or otherwise,  except (a)  liabilities  or  obligations
reflected in any of the MDC SEC Reports and (b) liabilities or obligations which
would not,  individually or in the aggregate,  have a Material Adverse Effect on
MDC.Section 4.6. No Violation of Law. The businesses of MDC and its Subsidiaries
are not being conducted in violation of any law,  ordinance or regulation of any
governmental  body or authority  (provided that no representation or warranty is
made in this  Section 4.6 with  respect to  Environmental  Laws (as  hereinafter
defined))  except (a) as  described  in any of the MDC SEC  Reports  and (b) for
violations  or  possible  violations  which  would not,  individually  or in the
aggregate, have a Material Adverse Effect on MDC.
               
                Section  4.7.  Environmental  Laws and  Regulations.  Except  as
described in any of the MDC SEC Reports, (a) MDC and each of its Subsidiaries is
in material  compliance with all applicable  federal,  state,  local and foreign
laws and regulations  relating to pollution or protection of human health or the
environment (including,  without limitation,  ambient air, surface water, ground
water, land surface or subsurface strata) (collectively,  "Environmental Laws"),
except for  non-compliance  which would not,  individually  or in the aggregate,
have a Material  Adverse Effect on MDC, which  compliance  includes,  but is not
limited to, the possession by MDC and its  Subsidiaries of material  permits and
other governmental  authorizations required under applicable Environmental Laws,
and compliance with the terms and conditions thereof; (b) neither MDC nor any of
its Subsidiaries has received written notice of, or, to the knowledge of MDC, is
the subject of, any actions, causes of action, claims,  investigations,  demands
or notices by any Person  alleging  liability under or  non-compliance  with any

<PAGE>
                                                                      16

Environmental Law ("Environmental  Claims") which would,  individually or in the
aggregate,  have a Material  Adverse  Effect on MDC; and (c) to the knowledge of
MDC,  there  are no  circumstances  that are  reasonably  likely to  prevent  or
interfere with such material compliance in the future.

                Section 4.8. No Undisclosed Employee Benefit Plan Liabilities or
Severance  Arrangements.  Except as described in any of the MDC SEC Reports, all
"employee benefit plans", as defined in Section 3(3) of the Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"),  maintained or contributed to
by MDC or its Subsidiaries  are in compliance with all applicable  provisions of
ERISA and the Code, and MDC and its  Subsidiaries do not have any liabilities or
obligations  with respect to any such  employee  benefit  plans,  whether or not
accrued,  contingent or otherwise, except (a) as described in any of the MDC SEC
Reports or  previously  disclosed in writing to Boeing and (b) for  instances of
non-compliance or liabilities or obligations that would not,  individually or in
the aggregate, have a Material Adverse Effect on MDC. Except with respect to (i)
awards granted under the MDC 1994  Performance  and Equity  Incentive Plan, (ii)
the  termination  benefit  agreements  (substantially  in  the  form  previously
provided  to  Boeing)  which are in  effect  on the date  hereof or which may be
entered into hereafter in accordance with the approval of the MDC Board prior to
the date hereof (the "Termination Benefit Agreements") and (iii) the Stonecipher
Agreement (as defined in Section  4.14),  no employee of MDC will be entitled to
any additional benefits or any acceleration of the time of payment or vesting of
any  benefits  under  any  employee   incentive  or  benefit  plan,  program  or
arrangement as a result of the transactions contemplated by this Agreement.

                Section 4.9. Absence of Certain Changes or Events. Other than as
disclosed in the MDC SEC Reports or  previously  disclosed in writing to Boeing,
since  December 31, 1995 the  businesses of MDC and its  Subsidiaries  have been
conducted in all material respects in the ordinary course and there has not been
any event,  occurrence,  development or state of circumstances or facts that has
had, or would have, a Material Adverse Effect on MDC.
                                  
<PAGE>  
                                                                      17

                Section 4.10.  Investigations; Litigation.  Except as described
in any of the MDC SEC Reports or previously disclosed in writing to Boeing:

                (a) no  investigation  or  review  by any  governmental  body or
authority  with  respect  to  MDC  or  any  of  its  Subsidiaries  which  would,
individually  or in the  aggregate,  have a  Material  Adverse  Effect on MDC is
pending nor has any governmental body or authority  notified MDC of an intention
to conduct the same; and

                (b) there are no actions,  suits or proceedings  pending (or, to
MDC's knowledge,  threatened)  against or affecting MDC or its Subsidiaries,  or
any of their respective  properties at law or in equity,  or before any federal,
state, local or foreign governmental body or authority,  which,  individually or
in the aggregate, is reasonably likely to have a Material Adverse Effect on MDC.

                Section 4.11.  Joint Proxy  Statement;  Registration  Statement;
Other  Information.  None  of  the  information  with  respect  to  MDC  or  its
Subsidiaries  to be included in the Joint Proxy  Statement  or the  Registration
Statement  (as defined in Section  6.3(a))  will, in the case of the Joint Proxy
Statement or any amendments thereof or supplements  thereto,  at the time of the
mailing of the Joint Proxy  Statement or any amendments or supplements  thereto,
and at the time of the MDC  Meeting and the Boeing  Meeting,  or, in the case of
the Registration Statement, at the time it becomes effective, contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made, not  misleading,  except that no
representation is made by MDC with respect to information supplied in writing by
Boeing or any affiliate of Boeing  specifically for inclusion in the Joint Proxy
Statement.  The Joint Proxy  Statement  will  comply as to form in all  material
respects with the  provisions of the Exchange Act and the rules and  regulations
promulgated thereunder.  The letters to stockholders,  notices of meeting, joint
proxy  statement  and forms of  proxies to be  distributed  to  stockholders  in
connection with the Merger,  the Share Issuance and any schedules required to be
filed with the SEC in connection  therewith are collectively  referred to herein
as the "Joint Proxy Statement".

<PAGE>
                                                                         18  

                Section 4.12. MDC Rights Plan. The Board of Directors of MDC has
approved in writing the acquisition by Boeing of beneficial  ownership of voting
securities  of  MDC  and,  accordingly,  the  execution  and  delivery  of  this
Agreement,  and  the  consummation  of the  Merger  and the  other  transactions
contemplated  hereby,  will not cause (i)  Boeing to  constitute  an  "Acquiring
Person" (as such term is defined in the MDC Rights Plan),  (ii) a  "Distribution
Date" (as such term is  defined  in the MDC  Rights  Plan) to occur or (iii) the
rights issued pursuant to the MDC Rights Plan to become  exercisable.  MDC shall
cause the MDC Rights Plan to be amended  such that the "Final  Expiration  Date"
(as  defined  in the MDC  Rights  Plan)  shall  occur  immediately  prior to the
Effective Time.

                Section 4.13. Lack of Ownership of Boeing Common Stock.  Neither
MDC nor any of its Subsidiaries  owns any shares of Boeing Common Stock or other
securities  convertible  into shares of Boeing  Common Stock  (exclusive  of any
shares owned by MDC's employee benefit plans).

                Section 4.14.  Tax Matters.  (a) All federal,  state,  local and
foreign  Tax Returns  required  to be filed by or on behalf of MDC,  each of its
Subsidiaries,  and each affiliated,  combined,  consolidated or unitary group of
which MDC or any of its  Subsidiaries is (i) a member (a "Current MDC Group") or
(ii) has been a member  within  six years  prior to the date  hereof  but is not
currently a member, but only insofar as any such Tax relates to a taxable period
ending on a date  within the last six years (a "Past MDC Group",  together  with
Current MDC Groups,  an "MDC Affiliated  Group") have been timely filed, and all
returns filed are complete and accurate except to the extent any failure to file
or  any  inaccuracies  in  filed  returns  would  not,  individually  or in  the
aggregate,  have a Material  Adverse Effect on MDC (it being understood that the
representations made in this Section, to the extent that they relate to Past MDC
Groups,  are made to the knowledge of MDC).  All Taxes due and owing by MDC, any
Subsidiary  of MDC or any MDC  Affiliated  Group have been paid,  or  adequately
reserved  for,  except to the  extent any  failure to pay or reserve  would not,
individually or in the aggregate,  have a Material  Adverse Effect on MDC. There
is no audit examination,  deficiency, refund litigation,  proposed adjustment or
matter in  controversy  with  respect  to any  Taxes  due and owing by MDC,  any
Subsidiary of MDC or any MDC Affiliated  Group which would,  individually  or in
the aggregate,  have a Material Adverse Effect on MDC. All assessments for Taxes

<PAGE>
                                                                      19

due and owing by MDC, any  Subsidiary  of MDC or any MDC  Affiliated  Group with
respect to completed and settled  examinations or concluded litigation have been
paid.  As soon as  practicable  after  the  public  announcement  of the  Merger
Agreement,  MDC will provide  Boeing with  written  schedules of (i) the taxable
years of MDC for which the  statutes  of  limitations  with  respect  to federal
income Taxes,  have not expired,  and (ii) with respect to federal  income Taxes
those years for which  examinations  have been completed,  those years for which
examinations  are  presently  being   conducted,   and  those  years  for  which
examinations  have not yet been initiated.  MDC and each of its Subsidiaries has
complied in all material respects with all rules and regulations relating to the
withholding of Taxes, except to the extent any such failure to comply would not,
individually or in the aggregate, have a Material Adverse Effect on MDC.

                (b) Neither MDC nor any of its Subsidiaries knows of any fact or
has taken any action  that could  reasonably  be  expected to prevent the Merger
from qualifying as a reorganization  within the meaning of Section 368(a) of the
Code.

                (c) Except  with  respect to awards  granted  under the MDC 1994
Performance and Equity  Incentive Plan, the Termination  Benefit  Agreements and
the  Employment  Agreement  dated  September  24,  1994  between  MDC and  Harry
Stonecipher,  as  amended  (the  "Stonecipher  Agreement"),  any amount or other
entitlement  that could be received  (whether in cash or property or the vesting
of  property)  as a  result  of any of the  transactions  contemplated  by  this
Agreement by any employee,  officer or director of MDC or any of its  affiliates
who is a "disqualified individual" (as such term is defined in proposed Treasury
Regulation   Section   1.280G-1)  under  any  employee  benefit  plan  or  other
compensation  arrangement  currently in effect would not be  characterized as an
"excess parachute  payment" or a "parachute  payment" (as such terms are defined
in Section 280G(b)(1) of the Code).

                For purposes of this  Agreement:  (i) "Taxes"  means any and all
federal, state, local, foreign or other taxes of any kind (together with any and
all interest,  penalties,  additions to tax and additional  amounts imposed with
respect thereto) imposed by any taxing authority, including, without limitation,
taxes or other  charges on or with  respect to income,  franchises,  windfall or
other profits,  gross receipts,  property,  sales, use, capital stock,  payroll,

<PAGE>
                                                                        20

employment,  social security, workers' compensation,  unemployment compensation,
or net worth,  and taxes or other charges in the nature of excise,  withholding,
ad valorem or value  added,  and (ii) "Tax Return"  means any return,  report or
similar statement  (including the attached  schedules) required to be filed with
respect to any Tax, including, without limitation, any information return, claim
for refund, amended return or declaration of estimated Tax.
                Section 4.15.  Opinion of Financial Advisor.  The Board of
Directors of MDC has received the opinion of J.P. Morgan Securities Inc., dated
the date of this Agreement, to the effect that, as of such date, the exchange
ratio is fair to MDC's stockholders from a financial point of view.  A copy of
the written opinion of J.P. Morgan Securities Inc. will be delivered to Boeing
as soon as practicable after the date of this Agreement.

                Section 4.16. Required Vote of MDC Stockholders. The affirmative
vote of the holders of two-thirds of the outstanding  shares of MDC Common Stock
is required to approve the Merger.  No other vote of the  stockholders of MDC is
required by law,  the charter or by-laws of MDC or otherwise in order for MDC to
consummate the Merger and the transactions contemplated hereby.

                Section  4.17.  Pooling of  Interests.  To the knowledge of MDC,
neither  it nor any of its  Subsidiaries  has taken any action or failed to take
any action  which  action or failure  (without  giving  effect to any actions or
failures  to  act by  Boeing  or any of  its  Subsidiaries)  would  prevent  the
treatment  of the  Merger as a pooling of  interests  for  accounting  purposes,
except as previously disclosed in writing to Boeing.


                                    ARTICLE V

              Representations and Warranties of Boeing and Sub

                Boeing and Sub represent and warrant to MDC that:

                Section 5.1.  Organization,  Qualification,  Etc. Each of Boeing
and Sub is a corporation  duly organized,  validly existing and in good standing
under the laws of its  jurisdiction of organization  and has the corporate power
and authority to own its  properties  and assets and to carry on its business as

<PAGE>
                                                                      21

it is now being  conducted  and is duly  qualified to do business and is in good
standing in each  jurisdiction  in which the ownership of its  properties or the
conduct of its business requires such qualification, except for jurisdictions in
which  such  failure to be so  qualified  or to be in good  standing  would not,
individually or in the aggregate,  have a Material Adverse Effect on Boeing. The
copies of Boeing's  Restated  Certificate of Incorporation and by-laws and Sub's
articles of  incorporation  and  by-laws  which have been  delivered  to MDC are
complete  and correct and in full force and effect on the date  hereof.  Each of
Boeing's  Significant  Subsidiaries is duly organized,  validly  existing and in
good standing under the laws of its jurisdiction of organization,  has the power
and  authority to own its  properties  and to carry on its business as it is now
being conducted, and is duly qualified to do business and is in good standing
in each  jurisdiction  in which the  ownership of its property or the conduct of
its business requires such qualification, except for jurisdictions in which such
failure to be so qualified or to be in good standing would not,  individually or
in the aggregate,  have a Material Adverse Effect on Boeing. All the outstanding
shares  of  capital  stock  of,  or  other  ownership   interests  in,  Boeing's
Significant   Subsidiaries   and  Sub  are  validly   issued,   fully  paid  and
non-assessable and are owned by Boeing,  directly or indirectly,  free and clear
of all liens, claims, charges or encumbrances, except for restrictions contained
in credit  agreements  and similar  instruments to which Boeing is a party under
which no event of default has occurred or arisen. There are no existing options,
rights  of  first  refusal,  preemptive  rights,  calls  or  commitments  of any
character  relating to the issued or unissued  capital stock or other securities
of, or other ownership interests in, any Significant Subsidiary of Boeing or Sub
(other than rights of first refusal, preemptive rights or similar rights held by
Boeing with respect to certain of such Subsidiaries).

                Section 5.2.  Capital Stock.  Except as previously  disclosed in
writing to MDC, the authorized  capital stock of Boeing  consists of 600,000,000
shares of common stock,  par value $5.00 per share ("Boeing Common Stock"),  and
10,000,000  shares  of  preferred  stock,  par value  $1.00  per share  ("Boeing
Preferred Stock"),  of which 6,000,000 shares were designated as Series A Junior
Participating Preferred Stock ("Boeing Series A Preferred Stock"). The shares of
Boeing Common Stock to be issued in the Merger or upon the exercise of MDC stock
options,  warrants,  conversion  rights or other rights or vesting or payment of
other MDC equity-based  awards  thereafter will, when issued,  be validly issued

<PAGE>
                                                                      22

fully paid and  non-assessable.  As of December 13, 1996,  349,384,515 shares of
Boeing  Common  Stock and no shares of Boeing  Preferred  Stock were  issued and
outstanding,  9,194,044 shares of Boeing Common Stock were reserved for issuance
in connection  with the  acquisition of the aerospace and defense  businesses of
Rockwell  International  Corporation (the "Rockwell A&D  Acquisition") and 4,689
shares  of  Boeing  Common  Stock  were  held  in  Boeing's  treasury.  All  the
outstanding shares of Boeing Common Stock have been validly issued and are fully
paid and non-assessable. Included in the number of shares of Boeing Common Stock
that were  issued  and  outstanding  are  11,326,943  shares  held in the Boeing
ShareValue Trust,  which shares are legally  outstanding and entitled to receive
dividends.  As of November 30, 1996,  there were no  outstanding  subscriptions,
options, warrants, rights or other arrangements or commitments obligating Boeing
to issue any shares of its capital stock other than:

                (a) rights ("Boeing  Rights") to acquire shares of Boeing Series
A Preferred Stock pursuant to the Rights  Agreement,  dated as of July 27, 1987,
between Boeing and The First National Bank of Boston (the "Boeing Rights Plan");
and

                (b)  options and other  rights to receive or acquire  14,004,086
shares of Boeing Common Stock granted on or prior to November 30, 1996, pursuant
to  employee   incentive  or  benefit  plans,   programs  and  arrangements  and
non-employee director plans.

                Except  for the  issuance  of  shares  of  Boeing  Common  Stock
pursuant to the options and other  rights  referred to in clause  5.2(b) and for
the  issuance of shares of Boeing  Common  Stock  pursuant to the  Rockwell  A&D
Acquisition  and except as provided for in clause 6.1(b) (viii),  since November
30, 1996, no shares of Boeing Common Stock or Boeing  Preferred  Stock have been
issued.

                Section 5.3. Corporate Authority Relative to this Agreement;  No
Violation. Each of Boeing and Sub has the corporate power and authority to enter
into this Agreement and to carry out its  obligations  hereunder.  The execution

<PAGE>
                                                                      23

and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby  have been duly and  validly  authorized  by the  Boards of
Directors of Boeing and Sub and, except for the approval of the  stockholders of
Boeing of the Share  Issuance,  no other  corporate  proceedings  on the part of
Boeing or Sub are necessary to authorize  this  Agreement  and the  transactions
contemplated  hereby.  The Board of Directors of Boeing has determined  that the
transactions  contemplated  by this Agreement are in the best interest of Boeing
and its  stockholders  and to recommend to such  stockholders  that they vote in
favor thereof.  This Agreement has been duly and validly  executed and delivered
by Boeing and Sub and,  assuming this Agreement  constitutes a valid and binding
Agreement of the other parties  hereto,  this Agreement  constitutes a valid and
binding  agreement  of  Boeing  and  Sub,  enforceable  against  each of them in
accordance  with its terms (except insofar as  enforceability  may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting   creditors'  rights  generally,   or  by  principles   governing  the
availability  of equitable  remedies).  Neither  Boeing nor Sub is subject to or
obligated  under any  charter,  by-law or  contract  provision  or any  license,
franchise or permit, or subject to any order or decree,  which would be breached
or violated by its executing or, subject to the approval by the  stockholders of
Boeing  of the Share  Issuance,  carrying  out this  Agreement,  except  for any
breaches or violations which would not, individually or in the aggregate, have a
Material  Adverse  Effect  on  Boeing.  Other  than  in  connection  with  or in
compliance  with the  provisions of the MGCL, the Delaware  General  Corporation
Law, the Securities  Act, the Exchange Act, the HSR Act,  Section 4043 of ERISA,
the  Communications  Act,  any  non-United  States  competition,  antitrust  and
investments  laws and the  securities or blue sky laws of the various states and
other than any  necessary  approvals  of the  United  States  government  or any
agencies,  departments or instrumentalities  thereof (collectively,  the "Boeing
Required Approvals"), no authorization,  consent or approval of, or filing with,
any  governmental  body or authority is necessary for the consummation by Boeing
of  the   transactions   contemplated  by  this   Agreement,   except  for  such
authorizations,  consents,  approvals or filings,  the failure to obtain or make
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect on  Boeing or  substantially  impair  or delay  the  consummation  of the
transactions  contemplated hereby;  provided that Boeing makes no representation
with  respect  to  such  of the  foregoing  as are  required  by  reason  of the
regulatory  status  of MDC or any of  its  Subsidiaries  or  facts  specifically
pertaining to any of them.

<PAGE>
                                                                 24             

                Section 5.4.  Reports and Financial Statements.  Boeing has
previously furnished to MDC true and complete copies of:

                (a)     Boeing's Annual Reports on Form 10-K filed with the SEC
for each of the years ended December 31, 1993 through 1995;

                (b) Boeing's  Quarterly  Reports on Form 10-Q filed with the SEC
for the quarters ended March 31, June 30 and September 30, 1996;

                (c)     each definitive proxy statement filed by Boeing with
the SEC since December 31, 1993;

                (d)     each final prospectus filed by Boeing with the SEC
since December 31, 1993, except any final prospectus on Form S-8; and

                (e)     all Current Reports on Form 8-K filed by Boeing with
the SEC since December 31, 1995.

                As of their respective dates, such reports, proxy statements and
prospectuses (collectively, "Boeing SEC Reports") (i) complied as to form in all
material  respect with the applicable  requirements  of the Securities  Act, the
Exchange Act, and the rules and regulations  promulgated thereunder and (ii) did
not contain any untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading.  The
audited  consolidated  financial  statements and unaudited  consolidated interim
financial  statements  included in the Boeing SEC Reports (including any related
notes and  schedules)  fairly  present the financial  position of Boeing and its
consolidated  Subsidiaries  as of the dates  thereof  and the  results  of their
operations  and their cash  flows for the  periods or as of the dates then ended
(subject,  where appropriate,  to normal year-end adjustments),  in each case in
accordance with past practice and GAAP  consistently  applied during the periods
involved  (except as otherwise  disclosed in the notes thereto).  Since December
31, 1993, Boeing has timely filed all material reports,  registration statements
and other  filings  required  to be filed by it with the SEC under the rules and
regulations of the SEC.

<PAGE>
                                                                      25

                Section 5.5. No Undisclosed Liabilities.  Neither Boeing nor any
of its Subsidiaries has any liabilities or obligations of any nature, whether or
not accrued,  contingent or otherwise,  except (a)  liabilities  or  obligations
reflected in any of the Boeing SEC Reports and (b)  liabilities  or  obligations
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect on Boeing.

                Section 5.6. No Violation of Law. The  businesses  of Boeing and
its Subsidiaries  are not being conducted in violation of any law,  ordinance or
regulation   of  any   governmental   body  or  authority   (provided   that  no
representation  or  warranty  is  made in  this  Section  5.6  with  respect  to
Environmental Laws) except (a) as described in any of the Boeing SEC Reports and
(b) for violations or possible  violations  which would not,  individually or in
the aggregate, have a Material Adverse Effect on Boeing.

                Section  5.7.  Environmental  Laws and  Regulations.  Except  as
described  in any of  the  Boeing  SEC  Reports,  (a)  Boeing  and  each  of its
Subsidiaries is in material  compliance with all applicable  Environmental Laws,
except for  non-compliance  which would not,  individually  or in the aggregate,
have a Material Adverse Effect on Boeing, which compliance includes,  but is not
limited to, the possession by Boeing and its  Subsidiaries  of material  permits
and other governmental  authorizations  required under applicable  Environmental
Laws, and compliance with the terms and conditions  thereof;  (b) neither Boeing
nor any of its Subsidiaries has received written notice of, or, to the knowledge
of Boeing, is the subject of, any Environmental Claims which would, individually
or in the aggregate,  have a Material  Adverse Effect on Boeing;  and (c) to the
knowledge of Boeing,  there are no circumstances  that are reasonably  likely to
prevent or interfere with such material compliance in the future.

                Section 5.8. No Undisclosed Employee Benefit Plan Liabilities or
Severance  Arrangements.  Except as  described in any of the Boeing SEC Reports,
all "employee benefit plans", as defined in Section 3(3) of ERISA, maintained or
contributed  to by  Boeing  or its  Subsidiaries  are  in  compliance  with  all
applicable  provisions of ERISA and the Code, and Boeing and its Subsidiaries do
not have any  liabilities  or  obligations  with  respect  to any such  employee
benefit plans,  whether or not accrued,  contingent or otherwise,  except (a) as

<PAGE>
                                                                      26

described  in  any  of  the  Boeing  SEC  Reports  and  (b)  for   instances  of
non-compliance or liabilities or obligations that would not,  individually or in
the aggregate,  have a Material Adverse Effect on Boeing.  No employee of Boeing
will be entitled to any additional  benefits or any  acceleration of the time of
payment or vesting of any benefits under any employee incentive or benefit plan,
program or  arrangement  as a result of the  transactions  contemplated  by this
Agreement.

                Section 5.9. Absence of Certain Changes or Events. Other than as
disclosed in the Boeing SEC Reports,  since  December 31, 1995 the businesses of
Boeing and its Subsidiaries  have been conducted in all material respects in the
ordinary  course and there has not been any event,  occurrence,  development  or
state of  circumstances or facts that has had, or would have, a Material Adverse
Effect on Boeing.

                Section 5.10.  Investigations; Litigation.  Except as described
in any of the Boeing SEC Reports or previously disclosed in writing to MDC:

                (a) no  investigation  or  review  by any  governmental  body or
authority  with  respect  to  Boeing  or any of its  Subsidiaries  which  would,
individually  or in the aggregate,  have a Material  Adverse Effect on Boeing is
pending  nor has  any  governmental  body or  authority  notified  Boeing  of an
intention to conduct the same; and

                (b) there are no actions,  suits or proceedings  pending (or, to
Boeing's knowledge, threatened) against or affecting Boeing or its Subsidiaries,
or any of  their  respective  properties  at law or in  equity,  or  before  any
federal,   state,  local  or  foreign  governmental  body  or  authority  which,
individually  or in the  aggregate,  is  reasonably  likely  to have a  Material
Adverse Effect on Boeing.

                Section 5.11.  Joint Proxy  Statement;  Registration  Statement;
Other  Information.  None of the  information  with  respect  to  Boeing  or its
Subsidiaries  to be included in the Joint Proxy  Statement  or the  Registration
Statement  will,  in the case of the Joint  Proxy  Statement  or any  amendments
thereof or  supplements  thereto,  at the time of the mailing of the Joint Proxy
Statement or any amendments or supplements  thereto,  and at the time of the MDC
Meeting and the Boeing Meeting,  or, in the case of the Registration  Statement,
at the time it becomes  effective,  contain any untrue  statement  of a material

<PAGE>
                                                                      27

fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not  misleading,  except that no  representation  is
made by Boeing  with  respect to  information  supplied in writing by MDC or any
affiliate of MDC specifically  for inclusion in the Joint Proxy  Statement.  The
Joint Proxy  Statement will comply as to form in all material  respects with the
provisions  of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.

                Section  5.12.  Lack of Ownership of MDC Common  Stock.  Neither
Boeing nor any of its Subsidiaries  owns any shares of MDC Common Stock or other
securities  convertible into shares of MDC Common Stock (exclusive of any shares
owned by Boeing's employee benefit plans).

                Section 5.13.  Boeing Rights Plan. Under the terms of the Boeing
Rights Plan, the  transactions  contemplated  by this Agreement will not cause a
Distribution  Date (as such term is defined in the Boeing  Rights Plan) to occur
or cause  the  rights  issued  pursuant  to the  Boeing  Rights  Plan to  become
exercisable.

                Section 5.14.  Tax Matters.  (a) All federal,  state,  local and
foreign Tax Returns required to be filed by or on behalf of Boeing,  each of its
Subsidiaries,  and each affiliated,  combined,  consolidated or unitary group of
which  Boeing  or any of its  Subsidiaries  is (i) a member (a  "Current  Boeing
Group") or (ii) has been a member  within six years prior to the date hereof but
is not currently a member, but only insofar as any such Tax relates to a taxable
period  ending  on a date  within  the last six  years (a "Past  Boeing  Group",
together with Current  Boeing  Groups,  a "Boeing  Affiliated  Group") have been
timely  filed,  and all returns  filed are complete  and accurate  except to the
extent  any  failure to file or any  inaccuracies  in filed  returns  would not,
individually or in the aggregate,  have a Material  Adverse Effect on Boeing (it
being understood that the  representations  made in this Section,  to the extent
that they relate to Past Boeing  Groups,  are made to the  knowledge of Boeing).
All  Taxes due and  owing by  Boeing,  any  Subsidiary  of Boeing or any  Boeing
Affiliated  Group have been paid,  or  adequately  reserved  for,  except to the
extent  any  failure  to  pay  or  reserve  would  not,  individually  or in the
aggregate,  have  a  Material  Adverse  Effect  on  Boeing.  There  is no  audit
examination,  deficiency,  refund litigation,  proposed  adjustment or matter in

<PAGE>
                                                                      28

controversy with respect to any Taxes due and owing by Boeing, any Subsidiary of
Boeing or any  Boeing  Affiliated  Group  which  would,  individually  or in the
aggregate,  have a Material Adverse Effect on Boeing.  All assessments for Taxes
due and owing by Boeing,  any  Subsidiary  of Boeing or any Boeing  consolidated
group with respect to completed and settled examinations or concluded litigation
have been paid.  As soon as  practicable  after the public  announcement  of the
Merger  Agreement,  Boeing will  provide MDC with  written  schedules of (i) the
taxable  years of Boeing for which the statutes of  limitations  with respect to
federal  income Taxes have not expired,  and (ii) with respect to federal income
Taxes, those years for which  examinations have been completed,  those years for
which  examinations  are presently  being  conducted,  and those years for which
examinations  have not yet been initiated.  Boeing and each of its  Subsidiaries
has complied in all material respects with all rules and regulations relating to
the withholding of Taxes,  except to the extent any such failure to comply would
not, individually or in the aggregate, have a Material Adverse Effect on Boeing.

                (b) Neither Boeing nor any of its Subsidiaries knows of any fact
or has taken any action that could  reasonably be expected to prevent the Merger
from qualifying as a reorganization  within the meaning of Section 368(a) of the
Code.

                (c) Any  amount  or other  entitlement  that  could be  received
(whether in cash or property or the vesting of  property)  as a result of any of
the  transactions  contemplated  by this  Agreement by any employee,  officer or
director of Boeing or any of its affiliates who is a "disqualified individual"
(as such term is defined in proposed Treasury Regulation Section 1.280G-1) under
any employee benefit plan or other compensation  arrangement currently in effect
would not be  characterized  as an "excess  parachute  payment" or a  "parachute
payment" (as such terms are defined in Section 280G(b)(1) of the Code).

                Section  5.15.  Opinion  of  Financial  Advisor.  The  Board  of
Directors of Boeing has  received  the opinion of CS First  Boston  Corporation,
dated the date of this  Agreement  to the  effect  that,  as of such  date,  the
exchange  ratio is fair to Boeing from a financial  point of view. A copy of the
written opinion of CS First Boston  Corporation will be delivered to MDC as soon
as practicable after the date of this Agreement.
<PAGE>
                                                                 29
                Section  5.16.  Required  Vote  of  Boeing   Stockholders.   The
affirmative  vote of the  holders of a majority  of the shares of Boeing  Common
Stock voted at the Boeing  Meeting is  required  to approve the Share  Issuance;
provided that holders of a majority of the  outstanding  shares of Boeing Common
Stock are present,  in person or by proxy,  at the Boeing  Meeting and vote upon
the Share Issuance.  No other vote of the  stockholders of Boeing is required by
law,  the  charter  or  by-laws  of Boeing or  otherwise  in order for Boeing to
consummate the Merger and the transactions contemplated hereby.

                Section 5.17. Pooling of Interests.  To the knowledge of Boeing,
neither  it nor any of its  Subsidiaries  has taken any action or failed to take
any action  which  action or failure  (without  giving  effect to any actions or
failures to act by MDC or any of its  Subsidiaries)  would prevent the treatment
of the Merger as a pooling of interests for accounting purposes.


                                   ARTICLE VI

                            Covenants and Agreements

                It is further agreed as follows:

                Section 6.1. Conduct of Business by MDC or Boeing.  Prior to the
Effective  Time  or the  date,  if any,  on  which  this  Agreement  is  earlier
terminated  pursuant to Section 8.1 (the "Termination  Date"), and except as may
be agreed to by the other parties hereto or as may be permitted pursuant to this
Agreement:

                (a) MDC:

                (i) shall,  and shall cause each of its Subsidiaries to, conduct
its  operations  according  to their  ordinary  and usual  course of business in
substantially the same manner as heretofore conducted;

                (ii) shall use its  reasonable  best efforts,  and cause each of
its  Subsidiaries  to use its reasonable  best efforts,  to preserve  intact its
business organizations and goodwill in all material respects, keep available the
services of its  officers and  employees  as a group,  subject to changes in the
ordinary  course,  and  maintain  satisfactory   relationships  with  suppliers,
distributors, customers and others having business relationships with them;
<PAGE>
                                                                 30
                (iii)  shall  confer  at such  times as  Boeing  may  reasonably
request  with  one  or  more   representatives  of  Boeing  to  report  material
operational  matters and the general status of ongoing operations (to the extent
Boeing reasonably requires such information);

                (iv) shall notify Boeing of any emergency or other change in the
normal  course  of its  or its  Subsidiaries'  respective  businesses  or in the
operation  of  its  or  its  Subsidiaries'  respective  properties  and  of  any
complaints,  investigations or hearings (or  communications  indicating that the
same  may be  contemplated)  of any  governmental  body  or  authority  if  such
emergency,  change,  complaint,  investigation  or hearing would have a Material
Adverse Effect on MDC;

                (v) shall not, and shall not (except in the  ordinary  course of
business  consistent with past practice) permit any of its Subsidiaries  that is
not wholly owned, to authorize or pay any dividends on or make any  distribution
with respect to its  outstanding  shares of stock other than  regular  quarterly
dividends  of $.12 per share on MDC  Common  Stock made in the  ordinary  course
consistent with past practice;

                (vi) shall not, and shall not permit any of its Subsidiaries to,
except (i) in the ordinary  course of business  consistent  with past  practice,
(ii) as otherwise provided in this Agreement,  (iii) as previously  disclosed in
writing to Boeing or (iv) for the Termination Benefit Agreements,  enter into or
amend any employment,  severance or similar  agreements or arrangements with any
of their respective directors or executive officers;

                (vii)  shall not,  and shall not permit any of its  Subsidiaries
to,  authorize,  propose or announce an intention  to  authorize or propose,  or
enter into an agreement with respect to, any merger,  consolidation  or business
combination  (other than the Merger and any mergers,  consolidations or business
combinations  with MDC's  Subsidiaries  entered into in the  ordinary  course of
business consistent with past practice), any acquisition of a material amount of
assets  or  securities,  any  disposition  of a  material  amount  of  assets or
securities or any release or  relinquishment of any material contract rights not
in the ordinary course of business;
<PAGE>
                                                                      31

                (viii) shall not propose or adopt any amendments to its
corporate charter or by-laws;

                (ix)  shall not,  and shall not  permit  any of its  Significant
Subsidiaries  to, issue any shares of their capital stock,  except upon exercise
of rights or options issued pursuant to existing  employee  incentive or benefit
plans,  programs or arrangements  and  non-employee  director plans  (including,
without  limitation,  shares issued in connection with stock grants or awards or
the  exercise of rights or options  granted in the  ordinary  course of business
consistent with past practice pursuant to such plans,  programs or arrangements)
or effect any stock  split not  previously  announced  or  otherwise  change its
capitalization as it existed on December 6, 1996, except as contemplated  herein
and except for the  contemplated  issuance or sale of shares of MDC Common Stock
previously agreed to in writing by Boeing);

                (x) shall not, and shall not permit any of its  Subsidiaries to,
grant, confer or award any options, warrants, conversion rights or other rights,
not  existing on the date  hereof,  to acquire any shares of its capital  stock,
except pursuant to employee incentive or benefit plans, programs or arrangements
and non-employee  director plans in existence on the date hereof in the ordinary
course of business and consistent with past practice (including, but not limited
to,  certain grants of Performance  Accelerated  Restricted  Stock under the MDC
1994  Performance  and Equity  Incentive Plan) covering not in excess of 700,000
shares of MDC Common Stock;

                (xi) shall not, and shall not permit any of its Subsidiaries to,
except in the ordinary course of business in connection with employee  incentive
and benefit  plans,  programs or  arrangements  in existence on the date hereof,
purchase or redeem any shares of its stock;

                (xii)  shall not,  and shall not permit any of its  Subsidiaries
to, take any actions  which would,  or would be  reasonably  likely to,  prevent
Boeing  from  accounting  for the  Merger  in  accordance  with the  pooling  of
interests  method  of  accounting  under  the  requirements  of  Opinion  No. 16
"Business  Combinations"  of the  Accounting  Principles  Board of the  American
Institute   of  Certified   Public   Accountants,   as  amended  by   applicable
pronouncements by the Financial Accounting Standards Board ("APB No. 16");
<PAGE>
                                                                      32

                (xiii) shall not,  and shall not permit any of its  Subsidiaries
to,  except as  contemplated  by this  Section  6.1 or Section  6.5 or except as
previously  disclosed in writing to Boeing, amend in any significant respect the
terms of their respective  employee  benefit plans,  programs or arrangements or
any  severance or similar  agreements or  arrangements  in existence on the date
hereof, or adopt any new employee benefit plans, programs or arrangements or any
severance or similar agreements or arrangements;

                (xiv)  shall not,  and shall not permit any of its  Subsidiaries
to, enter into any material loan agreement, other than in the ordinary course of
business  consistent  with  past  practice  and  other  than  any  loan or lease
arrangement  relating to the sale or lease of commercial  aircraft or commercial
equipment;

                (xv) shall not, and shall not permit any of its  Subsidiaries to
make any  material  Tax  election  or  settle or  compromise  any  material  Tax
liability,  other than in connection with currently pending proceedings or other
than in the ordinary course of business; and

                (xvi)  shall not,  and shall not permit any of its  Subsidiaries
to, agree, in writing or otherwise, to take any of the foregoing actions or take
any action which would make any  representation or warranty in Article IV hereof
untrue or incorrect.

                (b) Boeing:

                (i) shall,  and shall cause each of its Subsidiaries to, conduct
its  operations  according  to their  ordinary  and usual  course of business in
substantially the same manner as heretofore conducted;

                (ii) shall use its  reasonable  best efforts,  and cause each of
its  Subsidiaries  to use its reasonable  best efforts,  to preserve  intact its
business organizations and goodwill in all material respects, keep available the
services of its  officers and  employees  as a group,  subject to changes in the
ordinary  course,  and  maintain  satisfactory   relationships  with  suppliers,
distributors, customers and others having business relationships with them;
<PAGE>
                                                                      33

                (iii) shall confer at such times as MDC may  reasonably  request
with one or more  representatives of MDC to report material  operational matters
and the  general  status of ongoing  operations  (to the  extent MDC  reasonably
requires such information);
 
                (iv) shall  notify MDC of any  emergency  or other change in the
normal  course  of its  or its  Subsidiaries'  respective  businesses  or in the
operation  of  its  or  its  Subsidiaries'  respective  properties  and  of  any
complaints,  investigations or hearings (or  communications  indicating that the
same  may be  contemplated)  of any  governmental  body  or  authority  if  such
emergency,  change,  complaint,  investigation  or hearing would have a Material
Adverse Effect on Boeing;

                (v) except as previously disclosed in writing to MDC, shall not,
and shall not (except in the ordinary  course of business  consistent  with past
practice) permit any of its Subsidiaries that is not wholly owned, to declare or
pay any dividends on or make any distribution  with respect to their outstanding
shares of capital stock other than regular quarterly dividends of $.28 per share
on  Boeing  Common  Stock  made in the  ordinary  course  consistent  with  past
practice;

                (vi) shall not, and shall not permit any of its Subsidiaries to,
authorize,  propose or announce an intention  to authorize or propose,  or enter
into an  agreement  with  respect  to, any  merger,  consolidation  or  business
combination  (other than the Merger and any mergers,  consolidations or business
combinations with Boeing's  Subsidiaries  entered into in the ordinary course of
business consistent with past practice), any acquisition of a material amount of
assets or securities,  or any release or relinquishment of any material contract
rights not in the ordinary course of business;

                (vii) shall not propose or adopt any amendments to its
corporate charter (except as previously disclosed in writing to MDC) or
by-laws;

                (viii)  shall not,  and shall not permit any of its  Significant
Subsidiaries  to, issue any shares of their capital stock,  except upon exercise
of rights or options issued pursuant to existing  employee  incentive or benefit
plans,  programs or arrangements  and  non-employee  director plans  (including,
without  limitation,  shares issued in connection with stock grants or awards or
the  exercise of rights or options  granted in the  ordinary  course of business
consistent with past practice pursuant to such plans,  programs or arrangements)
or effect any stock  split not  previously  announced  or  otherwise  change its
capitalization as it existed on November 30, 1996 (except as contemplated herein
or as previously disclosed in writing to MDC);
<PAGE>
                                                                      34

                (ix) shall not, and shall not permit any of its Subsidiaries to,
grant, confer or award any options, warrants, conversion rights or other rights,
not  existing on the date  hereof,  to acquire any shares of its capital  stock,
except pursuant to employee incentive or benefit plans, programs or arrangements
and non-employee  director plans in existence on the date hereof in the ordinary
course of business and consistent  with past practice  covering not in excess of
5,000,000 shares of Boeing Common Stock;

                (x) shall not, and shall not permit any of its  Subsidiaries to,
take any actions which would,  or would be reasonably  likely to, prevent Boeing
from  accounting  for the Merger in  accordance  with the  pooling of  interests
method of accounting under the requirements of APB No. 16; and

                (xi) shall not, and shall not permit any of its Subsidiaries to,
agree, in writing or otherwise, to take any of the foregoing actions or take any
action  which  would make any  representation  or  warranty  in Article V hereof
untrue or incorrect.

                Section 6.2. Investigation.  Each of MDC and Boeing shall afford
to one another and to one another's officers,  employees,  accountants,  counsel
and other  authorized  representatives  full and complete  access  during normal
business hours, throughout the period prior to the earlier of the Effective Time
or the  date of  termination  of this  Agreement,  to its and its  Subsidiaries'
plants, properties,  contracts,  commitments,  books, and records (including but
not limited to tax returns) and any report,  schedule or other document filed or
received by it pursuant to the  requirements of federal or state securities laws
and  shall  use  their   reasonable  best  efforts  to  cause  their  respective
representatives to furnish promptly to one another such additional financial and
operating data and other information as to its and its Subsidiaries'  respective
businesses  and properties as the other or its duly  authorized  representatives
may from time to time reasonably  request;  provided,  that nothing herein shall
require either MDC or Boeing or any of their respective Subsidiaries to disclose
<PAGE>
                                                                 35

any information to the other that would cause  significant  competitive  harm to
such disclosing party or its affiliates if the transactions contemplated by this
Agreement are not  consummated.  The parties hereby agree that each of them will
treat any such  information in accordance  with the  Confidentiality  Agreement,
dated as of October  17,  1995,  between  MDC and Boeing  (the  "Confidentiality
Agreement"). Notwithstanding any provision of this Agreement to the contrary, no
party shall be obligated to make any disclosure in violation of applicable  laws
or  regulations,  including  any  such  laws or  regulations  pertaining  to the
treatment of classified information.

                Section 6.3.  Cooperation.  (a) MDC and Boeing shall together,
or pursuant to an allocation of responsibility to be agreed upon between them:

                (i)  prepare  and  file  with  the SEC as soon as is  reasonably
practicable the Joint Proxy Statement (which,  if requested by Boeing,  may also
relate to an amendment of the Restated Certificate of Incorporation of Boeing to
increase its authorized capitalization) and a registration statement on Form S-4
under the Securities Act with respect to the Boeing Common Stock issuable in the
Merger  (the  "Registration  Statement"),  and shall use their  reasonable  best
efforts to have the Joint Proxy Statement  cleared by the SEC under the Exchange
Act and the  Registration  Statement  declared  effective  by the SEC  under the
Securities Act;

                (ii) as soon as is reasonably  practicable  take all such action
as may be required  under state blue sky or securities  laws in connection  with
the transactions contemplated by this Agreement;

                (iii)  promptly  prepare  and file with the NYSE and such  other
stock exchanges as shall be agreed upon listing applications covering the shares
of Boeing  Common  Stock  issuable  in the Merger or upon  exercise of MDC stock
options,  warrants,  conversion  rights or other rights or vesting or payment of
other MDC  equity-based  awards and use its  reasonable  best efforts to obtain,
prior to the  Effective  Time,  approval  for the listing of such Common  Stock,
subject only to official notice of issuance;

                (iv) cooperate with one another in order to lift any injunctions
or  remove  any  other  impediment  to  the  consummation  of  the  transactions
contemplated herein; and
<PAGE>
                                                                 36
                             
                (v) cooperate with one another in obtaining opinions of Skadden,
Arps,  Slate,  Meagher & Flom LLP, counsel to MDC, and Cravath,  Swaine & Moore,
counsel to Boeing, dated as of the Effective Time, to the effect that the Merger
qualifies as a  reorganization  under the  provisions  of Section  368(a) of the
Code. In connection therewith,  each of MDC and Boeing shall deliver to Skadden,
Arps,  Slate,  Meagher  & Flom LLP and  Cravath,  Swaine & Moore  representation
letters  substantially  in the form  attached  hereto as Exhibits  7.1(g)(1) and
7.1(g)(2), respectively, and MDC shall use its reasonable best efforts to obtain
the representation  letter  substantially in the form attached hereto as Exhibit
7.1(g)(3)  from  appropriate  stockholders  and shall  deliver any such  letters
obtained to  Skadden,  Arps,  Slate,  Meagher & Flom LLP and  Cravath,  Swaine &
Moore.

                (b) Subject to the limitations contained in Section 6.2, MDC and
Boeing shall each furnish to one another and to one  another's  counsel all such
information as may be required in order to effect the foregoing actions and each
represents  and  warrants to the other that no  information  furnished  by it in
connection with such actions or otherwise in connection with the consummation of
the  transactions  contemplated  by  this  Agreement  will  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  in  order  to  make  any  information  so  furnished,  in  light  of the
circumstances under which it is so furnished, not misleading.

                Section 6.4. Affiliate  Agreements.  (a) MDC shall, prior to the
Effective Time, deliver to Boeing a list (reasonably satisfactory to counsel for
Boeing),  setting  forth the names and  addresses of all persons who are, at the
time of the MDC Meeting, in MDC's reasonable  judgment,  "affiliates" of MDC for
purposes of Rule 145 under the Securities Act or under applicable SEC accounting
releases with respect to pooling of interests  accounting  treatment.  MDC shall
furnish such information and documents as Boeing may reasonably  request for the
purpose of reviewing  such list.  MDC shall use its  reasonable  best efforts to
cause each person who is  identified  as an  "affiliate"  in the list  furnished
pursuant to this  Section 6.4 to execute a written  agreement on or prior to the
Effective Time, in substantially the form of Exhibit 6.4(a) hereto.

                (b) Boeing shall,  prior to the Effective Time, deliver to MDC a
list  (reasonably  satisfactory  to counsel for MDC) setting forth the names and
addresses of all persons who are, at the time of the Boeing Meeting, in Boeing's

<PAGE>
                                                                      37

reasonable  judgment,  affiliates  of Boeing  under  applicable  SEC  accounting
releases with respect to pooling of interests accounting treatment. Boeing shall
furnish such  information  and documents as MDC may  reasonably  request for the
purpose of reviewing such list.  Boeing shall use its reasonable best efforts to
cause each  person  who is  identified  as an  affiliate  in the list  furnished
pursuant to this  Section 6.4 to execute a written  agreement on or prior to the
Effective Time, in substantially the form of Exhibit 6.4(b) hereto.

                Section  6.5.  Employee  Stock  Options,  Incentive  and Benefit
Plans. (a)  Simultaneously  with the Merger,  (i) each  outstanding  option (and
related stock  appreciation  right ("MDC SAR"), if any) to purchase or acquire a
share of MDC Common Stock under employee incentive or benefit plans, programs or
arrangements and non-employee  director plans presently  maintained by MDC ("MDC
Option Plans") shall be converted into an option  (together with a related stock
appreciation right of Boeing, if applicable) to purchase the number of shares of
Boeing  Common Stock equal to .65 times the number of shares of MDC Common Stock
which could have been obtained  prior to the Effective Time upon the exercise of
each such option, at an exercise price per share equal to the exercise price for
each such share of MDC Common  Stock  subject to an option (and related MDC SAR,
if any) under the MDC Option Plans  divided by .65, and all  references  in each
such  option  (and  related  MDC SAR, if any) to MDC shall be deemed to refer to
Boeing,  where appropriate,  and (ii) Boeing shall assume the obligations of MDC
under the MDC Option Plans. The other terms of each such option and MDC SAR, and
the plans under which they were issued,  shall  continue to apply in  accordance
with their terms, including any provisions providing for acceleration.

                (b)  Simultaneously  with the  Merger,  each  outstanding  award
(including  restricted  stock,  stock equivalents and stock units) ("MDC Award")
under any employee  incentive or benefit  plans,  programs or  arrangements  and
non-employee director plans presently maintained by MDC which provide for grants
of equity-based  awards shall be amended or converted into a similar  instrument
of Boeing, in each case with such adjustments to the terms of such MDC Awards as
are  appropriate  to  preserve  the value  inherent  in such MDC Awards  with no
detrimental  effects on the holders thereof.  The other terms of each MDC Award,

<PAGE>
                                                                      38

and the plans or  agreements  under which they were  issued,  shall  continue to
apply in accordance  with their terms,  including any  provisions  providing for
acceleration.  With  respect  to any  restricted  stock  awards  as to which the
restrictions  shall have lapsed on or prior to the Effective  Time in accordance
with the  terms of the  applicable  plans or award  agreements,  shares  of such
previously restricted stock shall be converted in accordance with the provisions
of Section 2.1(b).

                (c)  Simultaneously  with the Merger,  Boeing  shall assume each
Termination  Benefit  Agreement  then in  effect  and all of  MDC's  rights  and
obligations under each such Termination Benefit Agreement.

                (d) MDC and Boeing agree that each of their respective  employee
incentive or benefit plans,  programs and arrangements and non-employee director
plans shall be amended, to the extent necessary and appropriate,  to reflect the
transactions  contemplated by this Agreement,  including, but not limited to the
conversion  of shares of MDC Common Stock held or to be awarded or paid pursuant
to such benefit  plans,  programs or  arrangements  into shares of Boeing Common
Stock  on  a  basis  consistent  with  the  transactions  contemplated  by  this
Agreement.  The actions to be taken by MDC and Boeing pursuant to Section 6.5(d)
shall include the  submission  by MDC or Boeing of the  amendments to the plans,
programs or arrangements referred to herein to their respective  stockholders at
the MDC  Meeting or the Boeing  Meeting,  respectively,  if such  submission  is
determined  to be  necessary  or  advisable  by counsel  to MDC or Boeing  after
consultation with one another;  provided,  however, that such approval shall not
be a condition to the consummation of the Merger.

                (e) Boeing  shall (i) reserve for  issuance the number of shares
of Boeing Common Stock that will become subject to the benefit  plans,  programs
and  arrangements  referred to in this Section 6.5 and (ii) issue or cause to be
issued the appropriate  number of shares of Boeing Common Stock pursuant to such
plans,  programs and  arrangements,  upon the exercise or  maturation  of rights
existing thereunder on the Effective Time or thereafter granted or awarded.

                Section 6.6. Filings; Other Action. (a) Subject to the terms and
conditions  herein  provided,  MDC and  Boeing  shall (a)  promptly  make  their
respective filings and thereafter make any other required  submissions under the

<PAGE>    
                                                                      39

HSR Act,  (b) use  reasonable  efforts  to  cooperate  with one  another  in (i)
determining  whether  any filings are  required  to be made with,  or  consents,
permits, authorizations or approvals are required to be obtained from, any third
party,   the  United  States   government  or  any  agencies,   departments   or
instrumentalities   thereof  or  other  governmental  or  regulatory  bodies  or
authorities of federal,  state,  local and foreign  jurisdictions  in connection
with the execution and delivery of this  Agreement and the  consummation  of the
transactions  contemplated  hereby and thereby  and (ii) timely  making all such
filings  and  timely  seeking  all such  consents,  permits,  authorizations  or
approvals,  and (c) use  reasonable  efforts to take, or cause to be taken,  all
other actions and do, or cause to be done, all other things necessary, proper or
advisable to consummate and make effective the transactions contemplated hereby,
including, without limitation,  taking all such further action as reasonably may
be  necessary  to  resolve  such  objections,  if  any,  as  the  Federal  Trade
Commission, the Antitrust Division of the Department of Justice, state antitrust
enforcement  authorities or competition authorities of any other nation or other
jurisdiction  or any  other  person  may  assert  under  relevant  antitrust  or
competition  laws with respect to the  transactions  contemplated  hereby and to
ensure that it is a "poolable  entity"  eligible to participate in a transaction
to be accounted for under the pooling of interests method of accounting.

                (b) MDC and Boeing shall take all such action as reasonably  may
be necessary to obtain the advance  agreement of the U.S.  Department of Defense
("DOD") to the effect that (i) the  transactions  contemplated by this Agreement
will not trigger any  liability to DOD with  respect to any surplus  assets in a
pension  plan,  (ii) for cost  accounting  purposes,  the pension  plans of MDC,
Boeing and Boeing North  American,  Inc. will be a single pension plan and (iii)
any subsequent  reorganization  or restructuring of MDC, Boeing and Boeing North
American,  Inc. or mergers and other transactions  conducted between MDC, Boeing
and Boeing North  American,  Inc. or between any of their pension plans will not
trigger a segment closing  adjustment  under Cost Accounting  Standard 413 after
the  Effective  Time  unless  MDC,  Boeing  and  Boeing  North  American,   Inc.
discontinue  doing  business  with the U.S.  government  or Boeing  curtails the
benefits of all the pension plans.

                Section 6.7. Further  Assurances.  In case at any time after the
Effective  Time any further  action is  necessary  or desirable to carry out the

<PAGE>
                                                                      40
                    
purposes of this Agreement, the proper officers of MDC and Boeing shall take all
such necessary action.

                Section   6.8.   Takeover   Statute.   If  any   "fair   price",
"moratorium",  "control share acquisition" or other form of antitakeover statute
or regulation shall become applicable to the transactions  contemplated  hereby,
each of MDC and Boeing and the members of their  respective  Boards of Directors
shall grant such approvals and take such actions as are reasonably  necessary so
that the  transactions  contemplated  hereby may be  consummated  as promptly as
practicable on the terms  contemplated  hereby and otherwise act to eliminate or
minimize  the  effects  of  such  statute  or  regulation  on  the  transactions
contemplated hereby.

                Section  6.9. No  Solicitation.  From and after the date hereof,
MDC will not, and shall use its  reasonable  best efforts not to permit,  any of
its officers,  directors,  employees,  attorneys,  financial advisors, agents or
other  representatives  or  those of any of its  Subsidiaries  to,  directly  or
indirectly,  solicit,  initiate  or  knowingly  encourage  (including  by way of
furnishing  information) any Takeover  Proposal from any person, or engage in or
continue discussions or negotiations relating thereto;  provided,  however, that
MDC may engage in discussions  or  negotiations  with,  and furnish  information
concerning MDC and its  Subsidiaries,  businesses,  properties or assets to, any
third  party which makes a Takeover  Proposal if the Board of  Directors  of MDC
concludes in good faith after  consultation with its outside counsel (who may be
its  regularly  engaged  outside  counsel)  that the failure to take such action
would  present a reasonable  possibility  of violating the  obligations  of such
Board to MDC or to MDC's  stockholders  under  applicable law. MDC will promptly
(but in no case  later  than 24  hours)  notify  Boeing  of the  receipt  of any
Takeover  Proposal,  including the material terms and conditions thereof and the
identity of the person or group making such Takeover Proposal, and will promptly
(but in no case later than 24 hours) notify Boeing of any determination by MDC's
Board of Directors that a Superior  Proposal (as  hereinafter  defined) has been
made. As used in this Agreement, (i) "Takeover Proposal" shall mean any proposal
or offer,  or any  expression  of interest by any third party  relating to MDC's
willingness  or ability to receive or discuss a proposal or offer,  in each case
made prior to the stockholder vote at the MDC Meeting,  other than a proposal or
offer by Boeing or any of its Subsidiaries, for a merger, consolidation or other

<PAGE>
                                                                      41

business combination involving,  or any purchase of, all or substantially all of
the assets or more than 50% of the voting securities of, MDC, and (ii) "Superior
Proposal"  shall mean a bona fide  Takeover  Proposal  made by a third  party on
terms that a majority of the members of the Board of Directors of MDC determines
in their good faith  reasonable  judgment (based on the advice of an independent
financial advisor) may be more favorable to MDC and to its stockholders than the
transactions  contemplated  hereby  and for  which  any  required  financing  is
committed or which, in the good faith reasonable  judgment of a majority of such
members  (after  consultation  with  any  independent   financial  advisor),  is
reasonably capable of being financed by such third party.

                Section 6.10. Public Announcements.  MDC and Boeing will consult
with each other before  issuing any press release  relating to this Agreement or
the transactions  contemplated herein and shall not issue any such press release
prior to such  consultation  except as may be required by law or by  obligations
pursuant to any listing agreement with any national securities exchange.

                Section 6.11.  Indemnification and Insurance. (a) Boeing and Sub
agree that all rights to exculpation and  indemnification  for acts or omissions
occurring  prior to the  Effective  Time now existing in favor of the current or
former directors or officers (the  "Indemnified  Parties") of MDC as provided in
its charter or by-laws or in any  agreement  shall  survive the Merger and shall
continue in full force and effect in accordance with their terms.  For six years
from the Effective Time,  Boeing shall indemnify the Indemnified  Parties to the
same extent as such Indemnified Parties are entitled to indemnification pursuant
to the preceding sentence.

                (b) For  six  years  from  the  Effective  Time,  Boeing  shall,
maintain in effect MDC's current  directors' and officers'  liability  insurance
covering  those  persons  who are  currently  covered  by MDC's  directors'  and
officers'  liability  insurance  policy  (a copy of which  has  been  heretofore
delivered  to  Boeing);  provided,  however,  that in no event  shall  Boeing be
required  to expend  in any one year an  amount in excess of 200% of the  annual
premiums currently paid by MDC for such insurance, and, provided,  further, that
if the annual  premiums of such insurance  coverage  exceed such amount,  Boeing
shall be obligated to obtain a policy with the greatest coverage available for a
cost not exceeding such amount.

<PAGE>
                                                                 42

                Section 6.12.  Accountants'  "Comfort"  Letters.  MDC and Boeing
will each use  reasonable  best  efforts to cause to be  delivered to each other
letters from their respective independent  accountants,  dated a date within two
business days before the date of the Registration  Statement, in form reasonably
satisfactory  to the  recipient  and  customary  in scope  for  comfort  letters
delivered by independent  accountants in connection with registration statements
on Form S-4 under the Securities Act.

                Section  6.13.  Additional  Reports.  MDC and Boeing  shall each
furnish to the other  copies of any reports of the type  referred to in Sections
4.4 and 5.4 which it files with the SEC on or after the date hereof, and MDC and
Boeing,  as the case may be,  represents  and warrants that as of the respective
dates thereof,  such reports will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statement  therein,  in light of the circumstances  under which they
were  made,  not  misleading.   Any  unaudited  consolidated  interim  financial
statements  included in such reports (including any related notes and schedules)
will  fairly  present  the  financial  position  of  MDC  and  its  consolidated
Subsidiaries or Boeing and its consolidated Subsidiaries, as the case may be, as
of the dates  thereof and the  results of  operations  and changes in  financial
position or other information included therein for the periods or as of the date
then ended (subject, where appropriate, to normal year-end adjustments), in each
case in accordance with past practice and GAAP  consistently  applied during the
periods involved (except as otherwise disclosed in the notes thereto).

                Section 6.14.  Co-ordination of Dividends.  MDC and Boeing shall
coordinate with the other the  authorization  or declaration of any dividends in
respect of MDC Common  Stock and Boeing  Common  Stock and the record  dates and
payment  dates  relating  thereto,  it being the  intention  of the parties that
holders  of MDC  Common  Stock or Boeing  Common  Stock  shall not  receive  two
dividends, or fail to receive one dividend, for any single calendar quarter with
respect to their shares of MDC Common Stock and/or  Boeing  Common Stock and any
shares of Boeing  Common  Stock any such holder  receives  in  exchange  for MDC
Common Stock in the Merger.

<PAGE>
                                                                      43      
                                   ARTICLE VII

                            Conditions to the Merger

                Section 7.1. Conditions to Each Party's Obligation to Effect the
Merger.  The respective  obligations of each party to effect the Merger shall be
subject to the  fulfillment  at or prior to the Effective  Time of the following
conditions:
                (a) The holders of issued and  outstanding  shares of MDC Common
Stock  shall  have duly  approved  the  Merger,  and the  holders  of issued and
outstanding  shares  of  Boeing  Common  Stock  shall  have  approved  the Share
Issuance, all in accordance with applicable law and the rules of the NYSE.

                (b) No  statute,  rule,  regulation,  executive  order,  decree,
ruling or injunction shall have been enacted,  entered,  promulgated or enforced
by any court or other tribunal or governmental body or authority which prohibits
the consummation of the Merger  substantially on the terms contemplated  hereby.
In the event any order,  decree or injunction shall have been issued, each party
shall use its reasonable efforts to remove any such order, decree or injunction.

                (c) The  Registration  Statement shall have become  effective in
accordance  with  the  provisions  of  the  Securities  Act  and no  stop  order
suspending such effectiveness shall have been issued and remain in effect.

                (d) The shares of Boeing  Common  Stock  issuable  in the Merger
shall have been  approved  for  listing on the NYSE,  subject  only to  official
notice of issuance.

                (e) Any  applicable  waiting period under the HSR Act shall have
expired  or been  terminated  and any other MDC  Required  Approvals  and Boeing
Required Approvals shall have been obtained,  except where the failure to obtain
such other MDC Required Approvals and Boeing Required Approvals would not have a
Material Adverse Effect on MDC or Boeing, as the case may be.

                (f) At the  Effective  Time each of MDC and  Boeing  shall  have
received a letter of its independent public  accountants,  in form and substance
reasonably  satisfactory  to it,  stating  that they  concur  with  management's
conclusion that the Merger will qualify as a transaction to be accounted for the
parties hereto in accordance with the pooling of interests  method of accounting
under the requirements of APB No. 16.

<PAGE>
                                                                         44

                (g) Each of MDC and Boeing shall have received an opinion of its
tax counsel,  Skadden,  Arps,  Slate,  Meagher & Flom LLP and Cravath,  Swaine &
Moore,  respectively,  in form and substance reasonably  satisfactory to it, and
dated within five days of the date of the Joint Proxy  Statement,  to the effect
that the Merger will qualify for federal income tax purposes as a reorganization
within  the  meaning  of  Section  368(a) of the Code and that none of MDC,  its
stockholders, Boeing and Sub shall recognize gain or loss for federal income tax
purposes as a result of the Merger (other than, with respect to any cash paid in
lieu of fractional  shares of Boeing Common Stock).  In rendering such opinions,
Skadden,  Arps, Slate,  Meagher & Flom LLP and Cravath,  Swaine & Moore may rely
upon  representations  of  officers  of MDC and Boeing and  stockholders  of MDC
substantially in the form of Exhibits 7.1(g)(1), 7.1(g)(2) and 7.1(g)(3).

                Section  7.2.  Conditions  to  Obligations  of MDC to Effect the
Merger.  The  obligation  of MDC to effect the Merger is further  subject to the
conditions  that (a) the  representations  and  warranties  of Boeing  contained
herein  shall be true and correct in all  respects  (but  without  regard to any
materiality qualifications or references to Material Adverse Effect contained in
any specific  representation or warranty) as of the Effective Time with the same
effect  as  though  made  as of  the  Effective  Time  except  (i)  for  changes
specifically permitted by the terms of this Agreement, (ii) that the accuracy of
representations  and warranties that by their terms speak as of the date of this
Agreement or some other date will be  determined as of such date and (iii) where
any such failure of the  representations  and  warranties in the aggregate to be
true and correct in all  respects  would not have a Material  Adverse  Effect on
Boeing, (b) Boeing shall have performed in all material respects all obligations
and complied  with all covenants  required by this  Agreement to be performed or
complied  with by it  prior to the  Effective  Time and (c)  Boeing  shall  have
delivered  to MDC a  certificate,  dated the  Effective  Time and  signed by its
Chairman of the Board and Chief  Executive  Officer or a Senior Vice  President,
certifying to both such effects.

<PAGE>
                                                                      45     
                              
                Section 7.3.  Conditions to  Obligations of Boeing to Effect the
Merger.  The obligation of Boeing to effect the Merger is further subject to the
conditions that (a) the  representations  and warranties of MDC contained herein
shall be true and correct in all respects (but without regard to any materiality
qualifications  or  references  to  Material  Adverse  Effect  contained  in any
specific  representation  or  warranty) as of the  Effective  Time with the same
effect  as  though  made  as of  the  Effective  Time  except  (i)  for  changes
specifically permitted by the terms of this Agreement, (ii) that the accuracy of
representations  and warranties that by their terms speak as of the date of this
Agreement or some other date will be  determined as of such date and (iii) where
any such failure of the  representations  and  warranties in the aggregate to be
true and correct in all  respects  would not have a Material  Adverse  Effect on
MDC, (b) MDC shall have performed in all material  respects all  obligations and
complied  with all  covenants  required by this  Agreement  to be  performed  or
complied with by it prior to the Effective Time and (c) MDC shall have delivered
to Boeing a certificate,  dated the Effective Time and signed by its Chairman of
the Board,  Chief  Executive  Officer and President or a Senior Vice  President,
certifying to both such effects.


                                  ARTICLE VIII

                 Termination, Waiver, Amendment and Closing

                Section  8.1.   Termination  or   Abandonment.   Notwithstanding
anything  contained in this  Agreement to the  contrary,  this  Agreement may be
terminated and abandoned at any time prior to the Effective Time, whether before
or after any approval of the matters  presented in connection with the Merger by
the respective stockholders of MDC and Boeing:

                (a)     by the mutual written consent of MDC and Boeing;

                (b) by either MDC or Boeing if the Effective Time shall not have
occurred on or before  December 31, 1997;  provided,  that the party  seeking to
terminate this Agreement  pursuant to this clause 8.1(b) shall not have breached
in any material respect its obligations  under this Agreement in any manner that
shall have proximately contributed to the failure to consummate the Merger on or
before such date;

<PAGE>
                                                                      46

                 (c) by either MDC or Boeing if (i) a statute,  rule, regulation
or executive order shall have been enacted,  entered or promulgated  prohibiting
the consummation of the Merger substantially on the terms contemplated hereby or
(ii) an order, decree,  ruling or injunction shall have been entered permanently
restraining,  enjoining or otherwise  prohibiting the consummation of the Merger
substantially on the terms contemplated hereby and such order, decree, ruling or
injunction shall have become final and non-appealable;  provided, that the party
seeking to terminate this  Agreement  pursuant to this clause  8.1(c)(ii)  shall
have used its  reasonable  best  efforts  to remove  such  injunction,  order or
decree;

                (d) by either MDC or Boeing if the approvals of the stockholders
of  either  MDC or Boeing  contemplated  by this  Agreement  shall not have been
obtained  by reason of the  failure to obtain the  required  vote at a duly held
meeting of stockholders or of any adjournment thereof;

                (e) by either  Boeing or MDC if the  Board of  Directors  of MDC
reasonably  determines that a Takeover Proposal constitutes a Superior Proposal;
provided,  however,  that MDC may not terminate this Agreement  pursuant to this
clause  8.1(e)  unless  and until  five  business  days have  elapsed  following
delivery  to Boeing of a written  notice of such  determination  by the Board of
Directors of MDC and during such five business day period MDC (i) informs Boeing
of the terms and  conditions  of the  Takeover  Proposal and the identity of the
Person making the Takeover  Proposal and (ii) otherwise  fully  cooperates  with
Boeing with respect  thereto  (subject,  in the case of this clause (ii), to the
condition  that the MDC Board of  Directors  shall not be  required  to take any
action that it believes,  after  consultation with outside legal counsel,  would
present a reasonable  possibility  of violating its  obligations to MDC or MDC's
stockholders  under  applicable law) with the intent of enabling Boeing to agree
to a  modification  of the terms and  conditions  of this  Agreement so that the
transactions  contemplated hereby may be effected;  provided,  further, that MDC
may not terminate  this  Agreement  pursuant to this clause 8.1(e) unless at the
end of such five  business day period the Board of  Directors  of MDC  continues
reasonably to believe that the Takeover Proposal constitutes a Superior Proposal
and simultaneously with such termination MDC pays to Boeing the amount specified
under  Section  8.2;  and  provided,  further,  that  this  Agreement  shall not
terminate  pursuant  to this  clause  8.1(e)  unless  simultaneously  with  such
termination  MDC  enters  into  a  definitive  acquisition,  merger  or  similar
agreement to effect the Superior Proposal;

<PAGE>
                                                                      47

                (f) by Boeing  if a tender  offer or  exchange  offer for 50% or
more of the outstanding shares of capital stock of MDC is commenced prior to the
MDC  Meeting,  and the  Board of  Directors  of MDC fails to  recommend  against
acceptance  of such  tender  offer or  exchange  offer  within  the time  period
presented  by Rule 14e-2 by its  stockholders  (including  by taking no position
with respect to the  acceptance  of such tender  offer or exchange  offer by its
stockholders); or

                (g) by MDC or Boeing if there shall have been a material  breach
by the other of any of its representations,  warranties, covenants or agreements
contained in this  Agreement and such breach shall not have been cured within 30
days after notice thereof shall have been received by the party alleged to be in
breach.

                In the event of termination  of this Agreement  pursuant to this
Section 8.1, this  Agreement  shall  terminate  (except for the  confidentiality
agreement  referred to in Section 6.2 and Sections 8.2 and 9.2), and there shall
be no other liability on the part of MDC or Boeing to the other except liability
arising  out of a wilful  breach of this  Agreement  or as  provided  for in the
Confidentiality Agreement.

                Section 8.2. Termination Fee. (a) Notwith-standing any provision
in this Agreement to the contrary (but subject to subsection (b) below),  if (i)
this Agreement is terminated by MDC or Boeing pursuant to Section 8.1(e) or (ii)
(x) prior to the termination of this Agreement, a bona fide Takeover Proposal is
commenced,  publicly proposed or publicly disclosed and not withdrawn,  (y) this
Agreement is  terminated  by MDC pursuant to Section  8.1(b) or by Boeing or MDC
pursuant to Section 8.1(d) (but only due to the failure of the MDC  stockholders
to approve the Merger) and (z)  concurrently  with or within twelve months after
such termination a Takeover Proposal shall have been consummated,  then, in each
case,  MDC shall  (without  prejudice to any other rights of Boeing against MDC)
pay to  Boeing  a fee (the  "Termination  Fee") of $200  million  in cash,  such
payment  to be  made  simultaneously  with  such  termination  in the  case of a
termination  by MDC  pursuant to Section  8.1(e) and  promptly,  but in no event
later than the second business day following a termination by Boeing pursuant to
Section 8.1(e) and, in the case of clause (ii),  upon the  consummation  of such
Takeover Proposal.

<PAGE>
                                                                      48      
                         
                (b) Notwithstanding  anything to the contrary in this Agreement,
if this  Agreement is terminated  by either party hereto for any reason,  and if
prior to such termination,  the Board of Directors of Boeing shall have breached
its covenants  hereunder by (i) failing to recommend to the Boeing  stockholders
in the Joint Proxy Statement that they vote in favor of the Share Issuance, (ii)
having withdrawn a recommendation  to the Boeing  stockholders that they vote in
favor of the Share  Issuance or (iii) having  modified  any such  recommendation
that  they vote in favor of the  Share  Issuance,  then  Boeing  shall  (without
prejudice  to any other  rights of MDC against  Boeing) pay to MDC a fee in cash
equal to $200 million,  such fee to be paid  simultaneously with any termination
of this Agreement by Boeing and promptly after any termination of this Agreement
by MDC.

                Section  8.3.  Amendment  or  Supplement.  At any time before or
after  approval of the matters  presented in  connection  with the Merger by the
respective  stockholders of MDC and Boeing and prior to the Effective Time, this
Agreement  may be amended  or  supplemented  in  writing by MDC and Boeing  with
respect to any of the terms contained in this  Agreement,  except that following
approval by the  stockholders  of MDC and Boeing  there shall be no amendment or
change to the provisions  hereof with respect to the conversion  ratio of shares
of MDC Common Stock into shares of Boeing  Common  Stock as provided  herein nor
any amendment or change not permitted  under  applicable  law,  without  further
approval by the stockholders of MDC and Boeing.

                Section 8.4.  Extension of Time, Waiver, Etc.  At any time
prior to the Effective Time, MDC and Boeing may:

                (a)     extend the time for the performance of any of the
obligations or acts of the other party;

                (b)     waive any inaccuracies in the representations and
warranties of the other party contained herein or in any document delivered
pursuant hereto; or

                (c)     waive compliance with any of the agreements or
conditions of the other party contained herein.
                                  
<PAGE>  
                                                                      49

               Notwithstanding  the  foregoing  no  failure  or delay by MDC or
Boeing in exercising any right  hereunder  shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise thereof or the exercise of any other right hereunder.  Any agreement on
the part of a party  hereto to any such  extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.


                                   ARTICLE IX

                                  Miscellaneous

                Section 9.1. No Survival of Representations and Warranties. None
of the  representations,  warranties  and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Merger, except
for the  agreements  set forth in Article II and Article III, the  agreements of
"affiliates"  of MDC and Boeing to be  delivered  pursuant to Section  6.4,  the
provisions of Sections 6.5, 6.7 and 6.11 and this Article IX.

                Section 9.2. Expenses. Whether or not the Merger is consummated,
all costs and  expenses  incurred  in  connection  with this  Agreement  and the
transactions  contemplated  hereby  and  thereby  shall  be  paid  by the  party
incurring  such expenses,  except that (a)(i) the filing fee in connection  with
any HSR Act filing,  (ii) the  commissions and other  out-of-pocket  transaction
costs,  including the expenses and compensation of the Exchange Agent,  incurred
in connection with the sale of Excess Shares and (iii) the expenses  incurred in
connection with the printing and mailing of the Joint Proxy Statement,  shall be
shared  equally by MDC and Boeing and (b) all  transfer  taxes  shall be paid by
MDC.

                Section 9.3. Counterparts;  Effectiveness. This Agreement may be
executed  in two or more  consecutive  counterparts,  each of which  shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument,  and shall become  effective when one or more  counterparts
have been signed by each of the parties and delivered (by telecopy or otherwise)
to the other parties.

                Section 9.4.  Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York,  except that
Maryland  law shall apply to the Merger,  without  regard to the  principles  of
conflicts of laws thereof.

<PAGE>
                                                                      50

                Section  9.5.  Notices.  All  notices  and other  communications
hereunder shall be in writing (including  telecopy or similar writing) and shall
be effective (a) if given by telecopy,  when such telecopy is transmitted to the
telecopy  number  specified  in this  Section 9.5 and the  appropriate  telecopy
confirmation  is received or (b) if given by any other means,  when delivered at
the address specified in this Section 9.5:

                To MDC:

                          McDonnell Douglas Corporation
   P.O. Box 516
                        St. Louis, Missouri 63166
                        Attention:  F. Mark Kuhlmann, Esq.
                        Telecopy:   (314) 234-3226

                copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        919 Third Avenue
                        New York, NY 10022
                        Attention:  Franklin M. Gittes, Esq.
               Lou R. Kling, Esq.
               Telecopy:   (212) 735-2000

                To Boeing:

                        The Boeing Company
                          7755 East Marginal Way South
                                Seattle, WA 98108
                      Attention: Theodore J. Collins, Esq.
               Telecopy:   (206) 544-4900

                copy to:

                        Cravath, Swaine & Moore
                        825 Eighth Avenue
                        New York, New York 10019
                        Attention: Allen Finkelson, Esq.
                            Telecopy: (212) 474-3700

<PAGE>
                                                                      51

                Section 9.6. Assignment;  Binding Effect. Neither this Agreement
nor any of the rights,  interests or obligations  hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties.  Subject to the preceding  sentence,
this  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective successors and assigns.

                Section  9.7.  Severability.  Any  term  or  provision  of  this
Agreement which is invalid or  unenforceable  in any  jurisdiction  shall, as to
that  jurisdiction,   be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability  without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement in any other jurisdiction.  If any provision of
this  Agreement  is so broad as to be  unenforceable,  such  provision  shall be
interpreted to be only so broad as is enforceable.

                Section 9.8. Enforcement of Agreement.  The parties hereto agree
that money  damages or other remedy at law would not be  sufficient  or adequate
remedy for any breach or violation  of, or a default  under,  this  Agreement by
them and that in addition to all other remedies  available to them, each of them
shall be  entitled  to the  fullest  extent  permitted  by law to an  injunction
restraining such breach, violation or default or threatened breach, violation or
default  and to any  other  equitable  relief,  including,  without  limitation,
specific performance, without bond or other security being required.

                Section 9.9.  Miscellaneous.  This Agreement:

                (a) along with the Confidentiality  Agreement and the agreements
referred to in Section 6.1(a)(ix) and contained in the disclosure referred to in
Section 6.1(b)(viii)  constitutes the entire agreement, and supersedes all other
prior agreements and understandings, both written and oral, between the parties,
or any of them, with respect to the subject matter hereof and thereof; and

                (b) except for the  provision  of Section  6.11  hereof,  is not
intended to and shall not confer upon any Person  other than the parties  hereto
any rights or remedies hereunder.

                Section 9.10.  Headings.  Headings of the Articles and Sections
of this Agreement are for convenience of the parties only, and shall be given
no substantive or interpretive effect whatsoever.
<PAGE>
                                                                      52

                Section   9.11.    Subsidiaries;    Significant    Subsidiaries;
Affiliates.  References  in this  Agreement to  "Subsidiaries"  of MDC or Boeing
shall mean any  corporation or other form of legal entity of which more than 50%
of the  outstanding  voting  securities  are  on the  date  hereof  directly  or
indirectly  owned  by MDC or  Boeing,  as the case  may be.  References  in this
Agreement to  "Significant  Subsidiaries"  shall mean  Subsidiaries  (as defined
above) which constitute "significant subsidiaries" under Rule 405 promulgated by
the SEC under the  Securities  Act.  References  in this  Agreement  (except  as
specifically  otherwise  defined) to "affiliates"  shall mean, as to any person,
any other person which,  directly or indirectly,  controls, or is controlled by,
or is under  common  control  with,  such  person.  As used in this  definition,
"control" (including, with its correlative meanings,  "controlled by" and "under
common control with") shall mean the possession,  directly or indirectly, of the
power to direct or cause the  direction of  management  or policies of a Person,
whether  through the ownership of securities or partnership  of other  ownership
interests,  by contract or  otherwise.  References  in the Agreement to "person"
shall mean an individual, a corporation, a partnership,  an association, a trust
or  any  other  entity  or  organization,   including,   without  limitation,  a
governmental body or authority.

                Section  9.12.  Finders  or  Brokers.  Except  for  J.P.  Morgan
Securities  Inc. with respect to MDC, a copy of whose  engagement  agreement has
been or will be provided to Boeing, and CS First Boston Corporation with respect
to Boeing, a copy of whose engagement  agreement has been or will be provided to
MDC,  neither  MDC nor  Boeing  nor any of  their  respective  Subsidiaries  has
employed any investment  banker,  broker,  finder or  intermediary in connection
with the  transactions  contemplated  hereby who might be entitled to any fee or
any commission in connection with or upon consummation of the Merger.
<PAGE>
                                                                      53

                IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this
Agreement to be duly executed and delivered as of the date first above written.


                                        MCDONNELL DOUGLAS CORPORATION


                                        By:       /s/ Harry C. Stonecipher
                                                ---------------------------
                                                Name:  Harry C. Stonecipher
                                                Title:  President and Chief
                                                        Executive Officer


                                        THE BOEING COMPANY


                                        By:       /s/ Philip M. Condit
                                                ---------------------------
                                                Name:  Philip M. Condit
                                                Title:  President and Chief
                                                        Executive Officer


                                        WEST ACQUISITION CORP.


                                        By:     /s/ Philip M. Condit
                                               ----------------------------
                                               Name:    Philip M. Condit
                                               Title:    President

                                 
<PAGE>  

                                             EXHIBIT 6.4(a)                     


               FORM OF AFFILIATE LETTER FOR AFFILIATES OF MDC



The Boeing Company
7755 East Marginal Way South
Seattle, WA 98108

Attention of  [            ]

Gentlemen:

                I have been  advised that as of the date of this letter I may be
deemed  to be an  "affiliate"  of  McDonnell  Douglas  Corporation,  a  Maryland
corporation  ("MDC"),  as the term  "affiliate"  is (i) defined for  purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations  (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"),  and/or (ii) used in and for
purposes  of  Accounting  Series  Releases  130  and  135,  as  amended,  of the
Commission.  Pursuant to the terms of the  Agreement and Plan of Merger dated as
of December  14,  1996 (the  "Merger  Agreement")  among The Boeing  Company,  a
Delaware corporation  ("Boeing"),  West Acquisition Corp, a Maryland corporation
("Sub"),  and MDC, Sub will be merged with and into MDC, with MDC  continuing as
the Surviving Corporation (the "Merger").  Capitalized terms used in this letter
without  definition  shall  have the  meanings  assigned  to them in the  Merger
Agreement.

                As a result of the Merger, I may receive shares of common stock,
par value $5.00 per share, of Boeing (the "Boeing Shares"). I would receive such
Boeing  Shares in exchange  for shares (or upon  exercise of options for shares)
owned by me of  common  stock,  par  value  $1.00  per  share  of MDC (the  "MDC
Shares").

                1. I hereby  represent,  warrant and  covenant to Boeing that in
the event I receive any Boeing Shares as a result of the Merger:

                        A.  I shall not make any sale, transfer or other
disposition of the Boeing Shares in violation of the Act or the Rules and
Regulations.

                        B.  I have carefully read this letter and the Merger
Agreement and discussed the  requirements of such documents and other applicable


<PAGE>
                                                                      2

limitations upon my ability to sell, transfer or otherwise dispose of the Boeing
Shares, to the extent I felt necessary, with my counsel or counsel for MDC.

                        C.  I have been advised that the issuance of the Boeing
Shares to me  pursuant  to the Merger has been  registered  with the  Commission
under the Act on a Registration Statement on Form S-4. However, I have also been
advised  that,  because  at the time the Merger is  submitted  for a vote of the
stockholders  of MDC,  (a) I may be deemed to be an affiliate of MDC and (b) the
distribution by me of the Boeing Shares has not been registered under the Act, I
may not sell, transfer or otherwise dispose of the Boeing Shares issued to me in
the Merger  unless  (i) such  sale,  transfer  or other  disposition  is made in
conformity with the volume and other  limitations of Rule 145 promulgated by the
Commission under the Act, (ii) such sale, transfer or other disposition has been
registered  under  the  Act  or  (iii)  in the  opinion  of  counsel  reasonably
acceptable  to Boeing,  such sale,  transfer or other  disposition  is otherwise
exempt from registration under the Act.

                        D.  I understand that except as provided for in the
Merger Agreement,  Boeing is under no obligation to register the sale,  transfer
or other  disposition  of the Boeing  Shares by me or on my behalf under the Act
or,  except as  provided  in  paragraph  2(A)  below,  to take any other  action
necessary in order to make compliance  with an exemption from such  registration
available.

                        E.  I also understand that there will be placed on the
certificates for the Boeing Shares issued to me, or any substitutions therefor,
a legend stating in substance:

                        "THE SHARES  REPRESENTED BY THIS CERTIFICATE WERE ISSUED
                IN A  TRANSACTION  TO  WHICH  RULE  145  PROMULGATED  UNDER  THE
                SECURITIES ACT OF 1933 APPLIES.  THE SHARES  REPRESENTED BY THIS
                CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS
                OF AN AGREEMENT  DATED [ ], 1997 BETWEEN THE  REGISTERED  HOLDER
                HEREOF AND BOEING,  A COPY OF WHICH  AGREEMENT IS ON FILE AT THE
                PRINCIPAL OFFICES OF BOEING."


<PAGE>
                                                                      3

                        F.      I also understand that unless a sale or
transfer is made in conformity with the provisions of Rule 145, or pursuant to a
registration statement, Boeing reserves the right to put the following legend on
the certificates issued to my transferee:

                        "THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT
                BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933  AND  WERE
                ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION
                TO WHICH RULE 145  PROMULGATED  UNDER THE SECURITIES ACT OF 1933
                APPLIES.  THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A
                VIEW TO, OR FOR  RESALE IN  CONNECTION  WITH,  ANY  DISTRIBUTION
                THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND MAY
                NOT  BE  SOLD,  PLEDGED  OR  OTHERWISE   TRANSFERRED  EXCEPT  IN
                ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
                OF THE SECURITIES ACT OF 1933."

                        G.  I further represent to, and covenant with, Boeing
that I will not,  during the 30 days prior to the Effective  Time (as defined in
the Merger Agreement),  sell, transfer or otherwise dispose of or reduce my risk
(as  contemplated by the SEC Accounting  Series Release No. 135) with respect to
MDC  Shares  or  shares  of the  capital  stock of  Boeing  that I may hold and,
furthermore, that I will not sell, transfer or otherwise dispose of or reduce my
risk (as contemplated by SEC Accounting  Series Release No. 135) with respect to
the  Boeing  Shares  received  by me in the  Merger or any  other  shares of the
capital  stock of Boeing  until after such time as results  covering at least 30
days of combined  operations of MDC and Boeing have been published by Boeing, in
the form of a quarterly  earnings report,  an effective  registration  statement
filed with the Commission,  a report to the Commission on Form 10-K 10-Q or 8-K,
or any other public filing or announcement  which includes the combined  results
of operations  (the period  commencing  30 days prior to the Effective  Time and
ending on the date of the  publication of the post-Merger  financial  results is
referred  to  herein  as  the  "Pooling   Period").   Boeing  shall  notify  the
"affiliates" of the publications of such results. Notwithstanding the foregoing,
I understand that during the aforementioned period, subject to providing written
notice to Boeing,  I will not be prohibited from selling up to 10% of the Boeing

<PAGE>
                                                                      4

Shares (the "10%  Shares")  received  by me or MDC Shares  owned by me or making
charitable  contributions or bona fide gifts of the Boeing Shares received by me
or MDC  Shares  owned by me,  subject to the same  restrictions.  The 10% Shares
shall be calculated  in accordance  with SEC  Accounting  Series  Release 135 as
amended by Staff Accounting  Bulletin No. 76. I covenant with Boeing that I will
not sell,  transfer  or  otherwise  dispose of any 10% Shares  during the period
commencing  from the  Effective  Time and ending on the last day of the  Pooling
Period except in compliance  with Rule  145(d)(i)  under the  Securities  Act or
pursuant to charitable  contributions  or bona fide gifts.  H. Execution of this
letter should not be considered an admission on my part that I am an "affiliate"
of MDC as  described in the first  paragraph of this letter,  nor as a waiver of
any rights I may have to object to any claim that I am such an  affiliate  on or
after the date of this letter.

                        2.  By Boeing's acceptance of this letter, Boeing
hereby agrees with me as follows:

                        A.  For so long as and to the extent necessary to
permit me to sell the  Boeing  Shares  pursuant  to Rule 145 and,  to the extent
applicable,  Rule 144 under the Act,  Boeing shall (a) use its  reasonable  best
efforts to (i) file,  on a timely  basis,  all reports  and data  required to be
filed  with the  Commission  by it  pursuant  to  Section  13 of the  Securities
Exchange Act of 1934,  as amended (the "1934 Act"),  and (ii) furnish to me upon
request  a  written  statement  as to  whether  Boeing  has  complied  with such
reporting  requirements  during the 12 months preceding any proposed sale of the
Boeing Shares by me under Rule 145, and (b) otherwise use its reasonable efforts
to permit  such sales  pursuant  to Rule 145 and Rule 144.  Boeing has filed all
reports  required to be filed with the  Commission  under Section 13 of the 1934
Act during the preceding 12 months.

                        B.  It is understood and agreed that certificates with
the  legends  set  forth in  paragraphs  E and F above  will be  substituted  by
delivery of certificates without such legend if (i) two years shall have elapsed
from the date the undersigned  acquired the Boeing Shares received in the Merger

<PAGE>
                                                                          5

and the provisions of Rule 145(d)(2) are then available to the undersigned, (ii)
three years shall have elapsed from the date the undersigned acquired the Boeing
Shares  received in the Merger and the  provisions  of Rule  145(d)(3)  are then
applicable to the undersigned, or (iii) Boeing has received either an opinion of
counsel,  which opinion and counsel shall be reasonably  satisfactory to Boeing,
or a  "no-action"  letter  obtained  by the  undersigned  from the  staff of the
Commission, to the effect that the restrictions imposed by Rule 144 and Rule 145
under the Act no longer apply to the undersigned.


                                                Very truly yours,

                                                -----------------
                                                Name:





        Agreed and accepted this day
        of [       ], 1997, by
        THE BOEING COMPANY,
        By:_________________________
           Name:
           Title:


                                  
<PAGE>  
                                             EXHIBIT 6.4(b)
                                                  

                 FORM OF AFFILIATE LETTER FOR AFFILIATES OF BOEING



McDonnell Douglas Corporation
P.O. Box 516
St. Louis, MO 63166

Attention of [         ]

Gentlemen:

                I have been  advised that as of the date of this letter I may be
deemed to be an  "affiliate"  of The  Boeing  Company,  a  Delaware  corporation
("Boeing"), as the term "affiliate" is defined for purposes of Accounting Series
Releases 130 and 135, as amended, of the Securities and Exchange Commission (the
"Commission").  Pursuant to the terms of the  Agreement and Plan of Merger dated
as of December 14, 1996 (the "Merger  Agreement") among Boeing, West Acquisition
Corp., a Maryland  corporation  ("Sub"),  and McDonnell Douglas  Corporation,  a
Maryland  corporation  ("MDC"),  Sub will be merged with and into MDC,  with MDC
continuing as the Surviving Corporation (the "Merger").

                I represent to, and covenant with,  MDC that I will not,  during
the 30 days prior to the  Effective  Time (as  defined in the Merger  Agreement)
until  after  such  time as  results  covering  at  least  30  days of  combined
operations  of MDC and Boeing have been  published  by Boeing,  in the form of a
quarterly  earnings report, an effective  registration  statement filed with the
Commission,  a report to the Commission on Form 10-K,  10-Q or 8-K, or any other
public filing or announcement which includes the combined results of operations,
sell, transfer or otherwise dispose of or reduce my risk (as contemplated by the
SEC Accounting Series Release No. 135) with respect to any shares of the capital
stock of Boeing  ("Boeing  Stock")  or MDC that I may hold.  I  understand  that
Boeing  shall  notify  the  "affiliates"  of the  publication  of such  results.
Notwithstanding  the foregoing,  I understand that subject to providing  written
notice to Boeing and subject to SEC Accounting Series Release No. 135 as amended
by Staff Accounting Bulletin No. 76, during the aforementioned period I will not
be  prohibited  from  selling up to 10% of the Boeing  Stock that I hold or from
making  charitable  contributions  or bona fide gifts of the Boeing Stock that I
hold, subject to the same restrictions.

<PAGE>
                                                                      2

                Execution of this letter  should not be  considered an admission
on my  part  that I am an  "affiliate"  of  Boeing  as  described  in the  first
paragraph of this letter,  nor as a waiver of any rights I may have to object to
any claim that I am such an affiliate on or after the date of this letter.


                                                Very truly yours,

                                                 -------------------------
                                                 Name:



        Accepted this    day of
        [      ], 1997 by

        MCDONNELL DOUGLAS CORPORATION,


        By:  _________________________
             Name:
             Title:



<PAGE>

                                                       EXHIBIT 7.1(g)(1)


                                 [Letterhead of]

                          McDONNELL DOUGLAS CORPORATION






                                                                       ___, 1997




Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022

Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019


Dear Sirs:

                In  connection  with the opinion to be delivered by you pursuant
to the  Agreement  and  Plan of  Merger  (the  "Merger  Agreement")  dated as of
December  14,  1996,  by and among The Boeing  Company,  a Delaware  corporation
("Parent"),   McDonnell  Douglas   Corporation,   a  Maryland  corporation  (the
"Company"),  and West  Acquisition  Corp., a Maryland  corporation  and a wholly
owned subsidiary of Parent ("Sub"), the undersigned certifies to the best of its
knowledge  and  belief,  after due inquiry and  investigation,  as follows  (any
capitalized  term used but not defined  herein  shall have the meaning  given to
such term in the Merger Agreement):

                1. The facts relating to the contemplated  merger (the "Merger")
of Sub with and into the Company pursuant to the Merger Agreement,  as described
in the Merger Agreement, the documents described in Section 9.9(a) of the Merger
Agreement  and the joint proxy  statement/prospectus  prepared by Parent and the
Company,  are, insofar as such facts pertain to the Company,  true,  correct and
complete in all material respects.

<PAGE>
                                                                      2


                2. Neither the Company nor any of its  subsidiaries has acquired
any shares of Company Common Stock in contemplation of the Merger,  or otherwise
as  part  of a plan  of  which  the  Merger  is a  part.  For  purposes  of this
representation, Company Common Stock acquired in the ordinary course of business
in  connection   with  employee   incentive  and  benefit  plans,   programs  or
arrangements  in  existence  on the  date  hereof  shall  not be  treated  as an
acquisition  in  contemplation  of the Merger or  otherwise as part of a plan of
which the Merger is a part.

                3.  There is no  present  plan or  intention  on the part of the
stockholders  of the  Company  that  own 5% or more of the  common  stock of the
Company  ("Company  Common Stock")  (including [ ]), and the Company knows of no
present plan or intention on the part of the remaining holders of Company Common
Stock,  to sell,  exchange or otherwise  dispose of, reduce the risk of loss (by
short sale or  otherwise)  of the holding of,  enter into any  contract or other
arrangement with respect to, the sale, exchange or other disposition of (each of
the  foregoing,  a  "disposition"),  any interest in the shares of Parent Common
Stock  received in the Merger in exchange  for such  Company  Common  Stock that
would reduce the ownership of Parent  Common Stock by former  holders of Company
Common Stock to a number of shares having a value,  as of  immediately  prior to
the Merger,  of less than 50% of the value of all of the  outstanding  shares of
Company Common Stock as of such date. For purposes of this  representation,  any
"disposition"  (as defined  above) of Parent  Common  Stock will be treated as a
reduction   in   ownership   thereof.   In   addition,   for  purposes  of  this
representation,  shares of Company Common Stock  exchanged by holders of Company
Common Stock for cash in lieu of  fractional  shares of Parent Common Stock will
be treated as outstanding  Company Common Stock immediately prior to the Merger.
Moreover,  for purposes of this  representation,  shares of Company Common Stock
and shares of Parent Common Stock  received in the Merger and sold,  redeemed or
disposed of prior to or subsequent to the Merger, in contemplation thereof or as
part of a plan therewith, will be considered in making this representation.

                4. The Company and the stockholders of the Company will each pay
their  respective  expenses,  if any,  incurred in  connection  with the Merger,
except in the case of  transfer  taxes for which such  stockholders  are liable,
which shall be paid by the Company.


<PAGE>
                                                                           3

                5.  Following  the  Merger,  the  Company  will hold at least 90
percent  of the fair  market  value of the net assets and at least 70 percent of
the fair market value of the gross assets the Company held immediately  prior to
the Merger. For purposes of this representation,  Company assets used to pay its
reorganization  expenses  and all  redemptions  and  distributions  (except  for
regular,  normal  dividends) made by the Company  immediately  preceding,  or in
contemplation  of, the Merger will be included as assets of the Company prior to
the Merger.

                6. Except as provided in [list plans],  immediately prior to the
time of the Merger, the Company will not have outstanding any warrants, options,
convertible  securities or any other type of right  pursuant to which any person
could acquire stock of the Company ("Company Stock").

                7. In the Merger,  shares of Company Stock representing at least
80%  of the  total  combined  voting  power  of all  classes  of  Company  Stock
outstanding  on the date of the Merger,  and at least 80% of the total number of
each other class of Company Stock  outstanding on the date of the Merger will be
exchanged solely for Parent Common Stock.  For purposes of this  representation,
shares of Company Stock  exchanged for cash or other property  originating  with
Parent  will be treated as  outstanding  stock of the Company on the date of the
Merger.

                 8. The  Company  is not an  investment  company  as  defined in
Section  368(a)(2)(F)(iii)  and (iv) of the Internal  Revenue  Code of 1986,  as
amended (the "Code").

                9. The  Company  will not take,  and the Company is not aware of
any plan or  intention  of Company  stockholders  to take,  any  position on any
Federal,  state or local income or franchise  tax return,  or take any other tax
reporting  position,  that is inconsistent with the treatment of the Merger as a
reorganization  within  the  meaning  of  Section  368(a)  of the  Code,  unless
otherwise required by a "determination" (as defined in Section 1313(a)(1) of the
Code) or by applicable state or local income or franchise tax law.

                10.  None  of the  compensation  received  by  any  stockholder-
employee of the Company in respect of periods at or prior to the Effective  Time
represents separate  consideration for, or is allocable to, any of their Company
Common  Stock.  None of the Parent Common Stock that will be received by Company
stockholder-employees   in  the  Merger  represents   separately  bargained  for
consideration which is allocable to any employment agreement or arrangement. The
compensation  paid to any  shareholder-employees  will be for services  actually
rendered and will be determined by bargaining at arm's-length.

<PAGE>
                                                                      4

                11. There is no  intercorporate  indebtedness  existing  between
Parent  and the  Company  or  between  Sub and the  Company  that was  issued or
acquired, or will be settled, at a discount.

                12. The  Company is not under the  jurisdiction  of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

                13. The Merger Agreement and the documents  described in Section
9.9(a)  of the  Merger  Agreement  represent  the  entire  understanding  of the
Company, Parent and Sub with respect to the Merger.

                14. The Company Common Stock will be surrendered pursuant to the
Merger in an  arms-length  exchange,  and the Parent  Common  Stock  received in
exchange therefor represents the sole bargained-for consideration therefor.


                                                MCDONNELL DOUGLAS CORPORATION



                                                By: __________________________






                                   
<PAGE>  

                                                  EXHIBIT 7.1(g)(2)


                                 [Letterhead of]

                               THE BOEING COMPANY






                                                                      ___, 1997


Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019

Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022


Dear Sirs:

                In  connection  with the opinion to be delivered by you pursuant
to the  Agreement  and  Plan of  Merger  (the  "Merger  Agreement")  dated as of
December  14,  1996,  by and among The Boeing  Company,  a Delaware  corporation
("Parent"),   McDonnell  Douglas   Corporation,   a  Maryland  corporation  (the
"Company"),  and West  Acquisition  Corp., a Maryland  corporation  and a wholly
owned  subsidiary of Parent ("Sub"),  I certify that to the best of my knowledge
and belief,  after due inquiry and  investigation,  as follows (any  capitalized
term used but not defined  herein  shall have the meaning  given to such term in
the Merger Agreement):

                1. The facts relating to the contemplated  merger (the "Merger")
of Sub with and into the Company pursuant to the Merger Agreement,  as described
in the Merger Agreement, the documents described in Section 9.9(a) of the Merger
Agreement  and the joint proxy  statement/prospectus  prepared by Parent and the
Company, are, insofar as such facts pertain to Parent and Sub, true, correct and
complete in all material respects.

                2. Except in the Merger,  neither  Parent nor Sub (nor any other
subsidiary of Parent) has acquired or prior to the Merger will  acquire,  or has
owned in the past  five  years,  [any]  shares of  common  stock of the  Company
("Company Common Stock").
<PAGE>
                                                                           2

                3. Cash  payments to be made to  stockholders  of the Company in
lieu of fractional shares of common stock of Parent ("Parent Common Stock") that
would  otherwise be issued to such  stockholders  in the Merger will be made for
the  purpose of saving  Parent the  expense  and  inconvenience  of issuing  and
transferring  fractional  shares of Parent  Common  Stock,  and do not represent
separately bargained for consideration.
 
                4. Prior to the Merger, Parent will own all the capital stock of
Sub.  Parent has no plan or intention  to cause the Company to issue  additional
shares of its stock that would result in Parent owning less than all the capital
stock of the Company after the Merger.

                5. Parent has no plan or  intention,  following  the Merger,  to
reacquire  any of the  Parent  Common  Stock  issued in the  Merger,  other than
through a stock purchase program meeting the requirements of Section  4.05(1)(b)
of Revenue Procedure 96-30.

                6. Parent has no plan or  intention,  following  the Merger,  to
liquidate the Company,  to merge the Company with and into another  corporation,
to sell or otherwise dispose of any of the stock of the Company, or to cause the
Company to sell or otherwise dispose of any of the assets held by the Company at
the time of the Merger,  except for  dispositions of such assets in the ordinary
course of business;  provided, however, that Parent may transfer assets or stock
of the Company in a manner that is consistent  with Section  368(a)(2)(C) of the
Internal Revenue Code of 1986, as amended (the "Code").

                7.  Parent and Sub will each pay their respective expenses, if
any, incurred in connection with the Merger.

                8. Following the Merger,  Parent intends to cause the Company to
continue  its  historic  business or use a  significant  portion of its historic
business assets in a business.

<PAGE>
                                                                      3

                9.  Neither Parent nor Sub is an investment company as defined
in Section 368(a)(2)(F)(iii) and (iv) of the Code.

                10.  Neither  Parent  nor Sub  will  take  any  position  on any
Federal,  state or local income or franchise  tax return,  or take any other tax
reporting  position,  that is inconsistent with the treatment of the Merger as a
reorganization  within  the  meaning  of  Section  368(a)  of the  Code,  unless
otherwise required by a "determination" (as defined in Section 1313(a)(1) of the
Code) or by applicable state or local income or franchise tax law.

                11.  None  of the  compensation  received  by  any  stockholder-
employee  of the  Company  in  respect  of  periods  after  the  Effective  Time
represents separate  consideration for, or is allocable to, any of their Company
Common  Stock.  None of the Parent Common Stock that will be received by Company
stockholder-employees   in  the  Merger  represents   separately  bargained  for
consideration which is allocable to any employment agreement or arrangement. The
compensation  paid to any  shareholder-employees  will be for services  actually
rendered and will be determined by bargaining at arm's-length.

                12.  No stock of Sub will be issued in the Merger.

                13. There is no  intercorporate  indebtedness  existing  between
Parent  and the  Company  or  between  Sub and the  Company  that was  issued or
acquired, or will be settled, at a discount.

                14. The Merger Agreement and the documents  described in Section
9.9(a)  of the  Merger  Agreement  represent  the  entire  understanding  of the
Company, Parent and Sub with respect to the Merger.

<PAGE>
                                                                      4

                15.  Sub is a  corporation  newly  formed  for  the  purpose  of
participating  in the  Merger  and at no time prior to the Merger has had assets
(other than nominal assets  contributed  upon the formation of Sub, which assets
will be held by the Company  following the Merger) or business  operations.  Sub
will have no  liabilities  assumed by the Company,  and will not transfer to the
Company any assets subject to liabilities in the Merger.

                16. The Company Common Stock will be surrendered pursuant to the
Merger in an  arms-length  exchange,  and the Parent  Common  Stock  received in
exchange therefor represents the sole bargained-for consideration therefor.



                                                The Boeing Company,


                                                By:  ___________________________




<PAGE>

                                                       EXHIBIT 7.1(g)(3)

                                 [Letterhead of]

                 [McDONNELL DOUGLAS CORPORATION STOCKHOLDER]


                                                                       ___, 1997



Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022

Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019


Dear Sirs:

                In  connection  with the opinion to be delivered by you pursuant
to the  Agreement  and  Plan of  Merger  (the  "Merger  Agreement")  dated as of
December  14,  1996,  by and among The Boeing  Company,  a Delaware  corporation
("Parent"),   McDonnell  Douglas   Corporation,   a  Maryland  corporation  (the
"Company"),  and West  Acquisition  Corp., a Maryland  corporation  and a wholly
owned  subsidiary of Parent ("Sub"),  the undersigned  certifies (to the best of
its knowledge and belief, where indicated), after due inquiry and investigation,
as follows  (any  capitalized  term used but not defined  herein  shall have the
meaning given to such term in the Merger Agreement):

                1. The  undersigned  has no present  plan or  intention to sell,
exchange  or  otherwise  dispose  of,  reduce the risk of loss (by short sale or
otherwise) of the holding of, enter into any contract or other  arrangement with
respect to, the sale, exchange or other disposition of (each of the foregoing, a
"disposition"),  any interest in the shares of Parent  common stock  received in
the merger contemplated by the Merger Agreement (the "Merger").  For purposes of
this representation,  shares of Company common stock and shares of Parent common
stock  received  in the Merger and sold,  redeemed  or  disposed  of prior to or
subsequent  to  the  Merger,  in  contemplation  thereof  or as  part  of a plan
therewith, will be considered in making this representation.

<PAGE>
                                                                           2

                2. The  undersigned  will not take any  position on any Federal,
state or local income or franchise  tax return,  or take any other tax reporting
position,   that  is  inconsistent  with  the  treatment  of  the  Merger  as  a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), unless otherwise required by a "determination"
(as defined in Section  1313(a)(1) of the Code) or by applicable  state or local
income or franchise tax law.


                                                [McDONNELL DOUGLAS CORPORATION
                                                 STOCKHOLDER]

                                                 ------------------------------

<PAGE>



<PAGE>