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                        RESTRICTED STOCK AWARD AGREEMENT

     Agreement  made as of the ___ day of May,  1995,  by and between  McDonnell
Douglas  Corporation  (hereinafter  called the "Company") and Edward C. Bavaria,
(hereinafter called the "Employee").

                                    RECITALS

A.   The Company has agreed to employ  Employee and Employee has agreed to serve
     as Deputy President of Douglas Aircraft Company, an unincorporated business
     unit of the Company,  pursuant to the terms and conditions of an Employment
     Agreement by and between  them,  dated as of May __, 1995 (the  "Employment
     Agreement").

B.   As a significant part of his total compensation,  the Company has agreed to
     provide  and  the   Employee   has  agreed  to  accept   equity   ownership
     opportunities  to better  match the  interests  of  Employee  with those of
     shareholders.

C.   Pursuant to the terms and conditions of the Employment  Agreement,  Company
     has  agreed  to  provide  and  Employee  has  agreed  to  accept  incentive
     compensation,  the  vesting of which  will be  contingent  upon  Employee's
     continued service to the Company.

D.   Accordingly,  the Company  has agreed to grant to  Employee  certain of its
     common shares of the Company subject, however, to certain restrictions.

In consideration of the foregoing,  and the mutual promises contained herein and
in  the  Employment   Agreement  and  the  McDonnell  Douglas  Corporation  1994
Performance  and Equity  Incentive  Plan (the "Plan"),  the Company and Employee
agree as follows:

1.   Grant of Shares. Pursuant to Section 5.B. of the Employment Agreement,  the
     Company hereby grants to Employee 12,000 Shares (the  "Restricted  Shares")
     subject to the  restrictions  and the other terms and conditions  contained
     herein, in the Employment  Agreement,  and in the Plan  (collectively,  the
     "Conditions").  A copy of the  Plan  has  been  given  to  Employee  and is
     incorporated  herein  by  this  reference.   Unless  otherwise   indicated,
     capitalized terms in this Agreement shall have the same meaning ascribed to
     such terms in the Plan.


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2.   Issuance of Shares  Subject to  Conditions,  Restrictions  and  Forfeiture.
     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").  The Company shall issue one or more stock
     certificates  for  the  Restricted  Shares  (with  an  appropriate   legend
     referring to the restrictions  included in the Conditions) and deposit such
     certificates,  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  certificates  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 from its inception.

4.   Shareholder Rights. Except for the Conditions,  the Employee shall have all
     rights and  privileges of a stockholder of the Company as to his 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.  Subject  to  Section  7 of  this  Agreement,  the
     restrictions  set forth in Section 3 hereof shall be satisfied and lapse on
     the Restricted Shares as follows: 6,000 shares on August 15, 1997 and 6,000
     shares on August 15, 1998.

6.   Delivery  of  Share   Certificates.   As  soon  as  practicable  after  the
     restrictions  set forth in Section 3 hereof have lapsed in accordance  with
     Section 5 hereof,  the Plan  Administrator  shall deliver one or more stock
     certificates  representing the number of shares for which restrictions have
     lapsed (to the nearest full share and cash for fractional  shares, if any),
     less  any  shares  withheld  pursuant  to  Section  8  hereof,  free of the
     restrictions set forth in Section 3 herein.

7.   Termination of Employment. In the event the Employment Agreement terminates
     prior to August 14, 1997 for any reason,  all Restricted  Shares upon which
     restrictions  have not yet lapsed in accordance with Section 5 hereof shall
     vest or be forfeited in accordance with the Employment Agreement, including
     without limitation Sections 5.B. and 8.D. thereof.


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8.   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 by providing a personal check 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  Employee's  estimated  federal,   state  and  local  tax
     obligations,  plus any additional withholding  requirements related to such
     delivery;  provided the total withholding  hereunder shall not be less than
     the statutory minimum withholding amount.

9.   Investment  Purpose.  Employee  represents  that he intends to acquire  the
     Restricted  Shares  for  investment  and not with a view to resale or other
     distribution;  except  that the  Company,  at its  election,  may  waive or
     release  this  condition in the event the shares are  registered  under the
     Securities  Act of 1933,  or upon the  happening  of any other  contingency
     which the Company  shall  determine  warrants the waiver or release of this
     condition.  Employee  agrees that the  certificates  evidencing  the shares
     delivered  to him  pursuant  to  Section  6 hereof  may bear a  restrictive
     legend, if appropriate, indicating that the shares have not been registered
     under said Act and are subject to restrictions on the transfer thereof.

10.  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 in accordance with the terms of this
     Agreement if Employee has died prior to the date such 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:  /s/ Laurie A. Broedling
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                                        Laurie A. Broedling, Plan Administrator


                                         /s/ Edward C. Bavaria
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                                        Edward C. Bavaria