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                                 1997-2002 Grant
                             PERFORMANCE ACCELERATED
                        RESTRICTED STOCK AWARD AGREEMENT
                           (Performance-Based Vesting)

         Agreement  made as of the  ___ day of  ______________,  by and  between
McDonnell Douglas  Corporation  (hereinafter called the "Company") and [Employee
Name], (hereinafter called the "Employee").

                                     RECITAL

The Employee is employed by the Company as [Employee  Title] The Company desires
to provide equity ownership  opportunities and  performance-based  incentives to
better  match  the  interests  of  officers  and key  employees  with  those  of
shareholders.  The  Employee  desires to  receive  incentive  compensation,  the
vesting of which will be contingent  upon the Company's  achievement  of certain
financial  goals.  Accordingly,  the Company has agreed to grant  certain of its
common  shares of the  Company  to the  Employee  subject,  however,  to certain
restrictions.

In  consideration  of the mutual  promises  herein  contained,  the  Company and
Employee agree as follows:

1.   Agreement  Subject to Plan. The  Restricted  Shares have been granted under
     the McDonnell  Douglas  Corporation  1994  Performance and Equity Incentive
     Plan  (the  "Plan"),  a copy of which  has been  given to  Employee  and is
     incorporated  herein by this reference.  This Agreement including the grant
     of  Restricted  Shares  hereunder is subject to the terms,  conditions  and
     provisions of the Plan.  Unless otherwise  indicated,  capitalized terms in
     this  Agreement  shall have the same meaning  ascribed to such terms in the
     Plan.

2.   Grant of Shares Subject to Restriction and  Forfeiture.  The Company hereby
     grants to Employee [____] Shares (the  "Restricted  Shares") subject to the
     restrictions and conditions contained herein and in the Plan (collectively,
     the "Conditions").  Notwithstanding  any other provision of this Agreement,
     if the  Committee  determines  that  at any  time  prior  to the  date  the
     restrictions  lapse in accordance  with Section 5 hereof,  either before or
     after termination of employment, Employee has acted in a manner contrary to
     the best interests of Company or any Affiliate,  Employee shall forfeit all
     Restricted  Shares  for  which  such  restrictions  have not  lapsed.  As a
     condition precedent to the effectiveness of this Agreement,  Employee shall
     execute  appropriate  blank  stock  powers with  respect to the  Restricted
     Shares and deliver such stock powers to the  administrator of the Plan (the
     "Plan   Administrator").   Within  one  month   after  the  date  the  Plan
     Administrator  receives  such  stock  powers,  stock  certificates  for the
     Restricted Shares shall be issued (with an appropriate  legend referring to

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     the restrictions  included in the Conditions) and deposited,  together with
     the stock powers with the Plan Administrator.  The Plan Administrator shall
     issue  to  the  Employee  a  receipt   evidencing  any  stock  certificates
     representing  the Restricted  Shares  registered in the Employee's name and
     held by the Plan Administrator.  The Employee shall be entitled to delivery
     of such stock  certificate(s)  upon satisfaction of the Conditions and only
     in accordance  with Section 6 hereof.  Employee  agrees that the Conditions
     shall  apply to the  Restricted  Shares and any shares or other  securities
     which  Employee  may  receive or be  entitled to receive as a result of the
     ownership of the Restricted  Shares whether the same are issued as a result
     of  a  stock  split,   stock  dividend,   spin-off,   split-up,   spin-out,
     recapitalization,  merger,  consolidation,  reorganization,  combination or
     exchange of shares, or any other similar transaction, or as a result of the
     merger or consolidation  of the Company,  or sale of assets of the Company,
     or similar transaction.

3.   Restrictions to Transfer.  Employee hereby agrees that unless and until the
     Conditions  are  satisfied or  terminated  as provided in Section 5 herein,
     Employee will not sell,  assign,  transfer,  pledge,  encumber or otherwise
     dispose of any of the  Restricted  Shares (each a  "Transfer")  without the
     prior written consent of the Committee,  and any such Transfer without such
     consent shall be null and void ab initio.

4.   Shareholder Rights. Except for the Conditions,  the Employee shall have all
     rights and  privileges  of a  stockholder  of the  Company as to his or her
     Restricted  Shares,  including the right to receive any dividends  declared
     with respect to such Restricted Shares and to exercise voting rights.

5.   Lapse of  Restrictions  and  Forfeiture  of Shares.  Restrictions  shall be
     satisfied  and  lapse  and  the  Restricted  Shares  shall  be  subject  to
     forfeiture during a six-year performance period (the "Performance  Period")
     as follows:

     (a)  Initial  Performance  Period. The Initial  Performance Period shall be
          the three Fiscal Year period  beginning  with the Fiscal Year in which
          this Agreement is executed.  Restrictions shall be satisfied and lapse
          after the Initial  Performance Period in accordance with the following
          schedule:

                    RONA
         (as defined in Section 5(c))            Percentage of Restricted Shares
       during Initial Performance Period           upon which restrictions lapse
      -----------------------------------       --------------------------------
         
                   30.00% or less                              0.00%
                   31.00%                                     20.00%
                   32.00%                                     40.00%
                   33.00%                                     60.00%
                   34.00%                                     80.00%
                   35.00% or more                            100.00%


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     (b)  Second Performance  Period. The Second Performance Period shall be the
          three Fiscal Year period immediately following the Initial Performance
          Period.   Restricted  Shares  shall  be  forfeited  after  the  Second
          Performance Period in accordance with the following schedule:


                     RONA                            Forfeiture Percentage of
          (as defined in Section 5(c))              Restricted Shares initially
          during Second Performance Period                 granted hereunder
          -----------------------------------      -----------------------------
  
                    25.00% or less                            100.00%
                    26.00%                                     90.00%
                    27.00%                                     80.00%
                    28.00%                                     70.00%
                    29.00%                                     60.00%
                    30.00%                                     50.00%
                    31.00%                                     40.00%
                    32.00%                                     30.00%
                    33.00%                                     20.00%
                    34.00%                                     10.00%
                    35.00% or more                              0.00%

          In no event, however,  shall the number of Restricted Shares forfeited
          after  the  Second  Performance  Period  exceed  the  total  number of
          Restricted  Shares  initially  granted  hereunder  less the  number of
          Restricted  Shares upon which  restrictions  lapsed  after the Initial
          Performance  Period in accordance with Section 5(a) of this Agreement.
          Restrictions shall lapse on all Restricted Shares not so forfeited.

     (c)  Calculations.  Calculations  for vesting and  forfeiture of Restricted
          Shares  between  specified  percentages  shall be determined by linear
          interpolation.  Each of the calculations referred to in this Section 5
          shall be rounded to the one-hundredth of one percent (0.01%) or to the
          nearest  whole share,  as  appropriate.  RONA shall be  calculated  by
          dividing  earnings before interest and taxes by average net assets, in
          each such case adjusted for unusual  accounting and operational  items
          (such  as  the  adoption  of a new  accounting  standard,  changes  in
          accounting,  deferred production credits, and unusual or extraordinary
          settlements of program claims, specifications and issues).


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     (d)  Performance-Based  Restrictions. The award of the Restricted Shares is
          intended to provide a performance-based incentive. Notwithstanding any
          other provision of the Plan or this Agreement,  the Committee does not
          have the discretion to waive any of the performance-based restrictions
          contained in this  Agreement,  and it may not  accelerate the lapse of
          restrictions  other than in  accordance  with this  Section or, in the
          event  Employee  dies  prior  to  the  vesting  or  forfeiture  of all
          Restricted Shares granted  hereunder,  in accordance with Section 7 of
          this  Agreement;  provided,  however,  that following any  transaction
          consummated  pursuant to the  Agreement  and Plan of Merger  which has
          been  entered  into  among  The  Boeing  Company,   West   Acquisition
          Corporation  and the  Company,  dated as of  December  14,  1996,  the
          Committee will have the discretion to adjust the performance  criteria
          to other  performance or service-based  factors if deemed necessary by
          the  Committee  to  more  appropriately   reflect  the  organizational
          structure,  characteristics,  performance, and other attributes of the
          merged  company.  In the event of a Change of  Control,  however,  the
          lapse of restrictions will be accelerated in accordance with Section 8
          hereof.

6.   Delivery of Share Certificates. As soon as practicable and in no event more
     than three months after the end of the Initial  Performance  Period and the
     Second Performance  Period,  the Committee shall calculate  annualized RONA
     and the number of  Restricted  Shares,  if any, for which the  restrictions
     have lapsed or should be forfeited in accordance with Section 5 hereof. The
     Committee  shall promptly  thereafter  instruct the Plan  Administrator  to
     deliver a stock certificate(s)  representing the number of shares for which
     restrictions have lapsed (to the nearest full share and cash for fractional
     shares, if any), net of any shares withheld pursuant to Section 10, free of
     the restrictions set forth in Section 3.

7.   Termination  of  Employment.  In the  event  Employee's  employment  by the
     Company terminates for any reason prior to the vesting or forfeiture of all
     Restricted Shares granted hereunder,  the total number of Restricted Shares
     granted hereunder may be reduced,  rescinded or left unchanged, at the sole
     discretion of the Committee.  The number of Restricted Shares as and to the
     extent so adjusted  shall then vest or be forfeited in accordance  with the
     provisions of Section 5 hereof,  provided,  however, if Employee dies prior
     to the vesting or forfeiture of all  Restricted  Shares  granted under this
     Agreement,  the  Committee  may,  in its sole  discretion,  accelerate  the
     vesting of the Restricted Shares as and to the extent so adjusted.  If such
     termination  occurs  after the  Initial  Performance  Period or the  Second
     Performance  Period  has ended but before  Shares  have been  delivered  in
     accordance  with Section 6, such event shall not affect  calculations,  and
     Shares will be  delivered  as soon as  practical  thereafter.  In no event,
     however,  shall this Section cause  Employee to forfeit  Restricted  Shares
     which vested prior to the date of Employee's termination.

8.   Effect of  Change of  Control.  In the  event of a Change of  Control,  all
     restrictions  and conditions  applicable to the  Restricted  Shares will be
     deemed to have been satisfied as of the date the Change of Control  occurs;
     provided, however, that any transaction or proposed transaction pursuant to
     the  Agreement  and Plan of Merger  which has been  entered  into among the
     Boeing Company, West Acquisition  Corporation and the Company,  dated as of
     December  14,  1996 shall not be  treated  as a Change of  Control  for the
     purposes of this Agreement.
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9.   Change of Duties. If in its sole discretion the Committee  determines that,
     subsequent to the date hereof,  Employee's job  responsibilities  have been
     significantly  reduced,  the  Committee may reduce the number of Restricted
     Shares granted hereunder.

10.  Withholding.  At such time as Share  certificates  are to be  delivered  to
     Employee in accordance with Section 6 of this Agreement,  the Company shall
     satisfy the federal, state and local withholding  requirements with respect
     to such  distribution.  Such  withholding can be satisfied at the Company's
     option  either  by (i)  the  Company's  withholding  of  Shares  or (ii) by
     requiring  Employee's  payment  in cash in the  required  amount  prior  to
     delivery  of the  Shares.  Notwithstanding  the  foregoing,  in  the  event
     Employee is subject to Section 16 of the  Exchange  Act at the time of such
     delivery,  the  Company  shall  withhold  Shares in an amount  equal to the
     statutory minimum withholding amount.

11.  Designation  of  Beneficiary.  Employee  may  by  written  notice  in  form
     reasonably   acceptable  to  the  Committee   designate  a  beneficiary  in
     accordance  with the  terms  and  conditions  of the Plan who will  receive
     Shares if and when  Restrictions  lapse if  Employee  has died prior to the
     date(s) restrictions lapse.


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and date set forth above.

                                   MCDONNELL DOUGLAS CORPORATION


                                 By:___________________________________________
                                       Yvette S. Whitehead, Plan Administrator



                                    ___________________________________________
                                                  [Employee Name]