NEW YORK/WASHINGTON, July 7 (Reuters) - Boeing ( BA )

has agreed to plead guilty to a criminal fraud conspiracy charge

to resolve a U.S. Justice Department investigation linked to two

737 MAX fatal crashes, a government official said on Sunday.

The plea, which requires a federal judge's approval, would

brand the planemaker a convicted felon. Boeing ( BA ) will also pay a

criminal fine of $243.6 million, a Justice Department official

said.

The charge relates to two 737 MAX crashes in Indonesia and

Ethiopia over a five-month period in 2018 and 2019 that killed

346 people and prompted the families of the victims to demand

that Boeing ( BA ) face prosecution.

A guilty plea potentially threatens the company's ability to

secure lucrative government contracts with the likes of the U.S.

Defense Department and NASA, although it could seek waivers.

Boeing ( BA ) became exposed to criminal prosecution after the Justice

Department in May found the company violated a 2021 settlement

involving the fatal crashes.

Still, the plea spares Boeing ( BA ) a contentious trial that could

have exposed many of the company's decisions leading up to the

fatal MAX plane crashes to even greater public scrutiny. It

would also make it easier for the company, which will have a new

CEO later this year, to try to move forward as it seeks approval

for its planned acquisition of Spirit AeroSystems ( SPR ).

Boeing ( BA ) has also agreed to invest at least $455 million over

the next three years to strengthen its safety and compliance

programs, the official said. DOJ will appoint a third-party

monitor to oversee the firm's compliance. The monitor will have

to publicly file with the court annual reports on the company's

progress.

The Justice Department on June 30 offered a plea agreement

to Boeing ( BA ) and gave the company until the end of the week to take

the deal or face a trial on a charge of conspiring to defraud

the Federal Aviation Administration in connection with a key

software feature tied to the fatal crashes.

After being briefed last week on the DOJ's offer, a lawyer

for some of the families criticized it as a "sweetheart deal".

They have vowed to oppose the deal in court.

The Justice Department's push to charge Boeing ( BA ) has deepened

an ongoing crisis engulfing Boeing ( BA ) since a separate January

in-flight blowout exposed continuing safety and quality issues

at the planemaker.

A panel blew off a new Boeing 737 MAX 9 jet during a Jan. 5

Alaska Airlines flight, just two days before the 2021 deferred

prosecution agreement that had shielded the company from

prosecution over the previous fatal crashes expired. The

agreement only covers Boeing's ( BA ) conduct before the fatal crashes

and does not shield the planemaker from any other potential

investigations or charges related to the January incident or

other conduct.

Boeing ( BA ) is pleading guilty to making knowingly false

representations to the Federal Aviation Administration about

having expanded a key software feature used on the MAX to

operate at low speeds. The new software saved Boeing ( BA ) money by

requiring less intensive training for pilots.

The Maneuvering Characteristics Augmentation System (MCAS)

is a software feature designed to automatically push the

airplane's nose down in certain conditions. It was tied to the

two crashes that led to the FAA's grounding the plane for 20

months, an action that cost Boeing ( BA ) $20 billion, and the

government lifted in November 2020.

As part of the deal, Boeing's ( BA ) board of directors will meet

with relatives of those killed in the MAX crashes, the official

said.

The agreement does not shield any executives, the DOJ

official said, though charges against individuals are seen as

unlikely due to the statute of limitations.

The agreed penalty will be Boeing's ( BA ) second fine of $243.6

million related to the fatal crashes - bringing the full fine to

the maximum allowed. The company paid the fine previously as

part of 2021's $2.5 billion settlement. The $243.6 million fine

represented the amount Boeing ( BA ) saved by not implementing

full-flight simulator training.

Families of the victims of those crashes slammed the

previous agreement and earlier this year pressed the Justice

Department to seek as much as $25 billion from Boeing ( BA ).

This year, the DOJ has held several meetings to hear from

the victims' families as they investigated Boeing's ( BA ) breach of

the 2021 deal.