BOEING CAPITAL CORP
LETTER AGREEMENT BEWEEN TBC AND BCC
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<FILENAME>exhibit103.txt
<DESCRIPTION>LETTER AGREEMENT BEWEEN TBC AND BCC
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                                                                   EXHIBIT 10.3

                                                              November 23, 2001



Boeing Capital Corporation
500 Naches Avenue SW
3rd Floor
Renton, WA 98055

Ladies and Gentlemen:

Reference is made to The Boeing Company 364-Day Bank Credit Agreement dated as
of November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank N.A., as administrative agent for such lenders (as
amended or modified from time to time, the "Credit Agreement"). Capitalized
terms used in this letter that are not defined herein have the respective
meanings specified in the Credit Agreement.

This letter agreement (the "Letter Agreement") sets forth the terms and
conditions whereby TBC and Boeing Capital Corporation ("BCC") agree to designate
BCC as a Subsidiary Borrower under the Credit Agreement.

1.   BCC shall have the irrevocable right to borrow up to $2,000,000,000 (the
     "Maximum Amount") under the terms and conditions of the Credit Agreement.
2.   TBC shall not terminate the Credit Agreement or take any other action that
     would impair BCC's ability to borrow the Maximum Amount under the Credit
     Agreement.
3.   Notwithstanding the foregoing, TBC may take actions with regard to the
     Credit Agreement (e.g., amendment, restatement, cancellation and
     replacement) so long as the resulting credit support available to BCC up to
     the Maximum Amount is acceptable to the nationally recognized rating
     agencies providing credit ratings for BCC.
4.   TBC agrees in advance to approve all BCC actions pursuant to its rights as
     a Subsidiary Borrower under the Credit Agreement that would require TBC's
     consent. No written TBC approvals to BCC actions under the Credit Agreement
     will be required except those written consents explicitly required by the
     terms of the Credit Agreement (e.g., notice of borrowing, guaranty, and
     legal opinions).
5.   TBC agrees to guaranty unconditionally BCC borrowings up to the Maximum
     Amount and other obligations of BCC as a Subsidiary Borrower on terms
     consistent with Exhibit J to the Credit Agreement, including BCC's Notes.
6.   TBC and BCC will promptly and duly execute and deliver such further
     documents and assurances and take such further actions as may from time to
     time be necessary to carry out the intent and purpose of this Letter
     Agreement.
7.   So that BCC may make a representation in the Borrower Subsidiary Letter
     relating to the Credit Agreement, TBC certifies to BCC that the
     Consolidated statement of financial position as of December 31, 2000 and
     the related Consolidated statement of earnings and retained earnings for
     the year then ended (copies of which have been furnished to each Lender)
     correctly set forth the Consolidated financial condition of TBC and its
     Subsidiaries as of such date and the result of the Consolidated operations
     for such year, and since such date there has been no material adverse
     change in such condition or operations that is likely to impair the ability
     of TBC to repay the Advances.


Please acknowledge your agreement to the foregoing by signing in the space
indicated below.

Sincerely,

The Boeing Company


By:     /s/ CAROL A. SEXTON
        _________________________
         Carol A. Sexton
         Assistant Treasurer


Acknowledged and Agreed:

Boeing Capital Corporation

By:      /s/ MICHAEL C. DRAFFIN
        _________________________



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