BOEING CAPITAL CORP
BORROWER SUBSIDIARY LETTER
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit102.txt
<DESCRIPTION>BORROWER SUBSIDIARY LETTER
<TEXT>
                                                                   EXHIBIT 10.2


                           BORROWER SUBSIDIARY LETTER


                                                              November 23, 2001


To each of the Lenders
  parties to the Credit Agreement
  (as defined  below) and to Citibank N.A.,
  as Agent for such Lenders



Ladies and Gentlemen:

                  Reference is made to the 364-Day Credit Agreement dated as of
November 23, 2001, among The Boeing Company, the lenders parties thereto,
JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and
JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and
Citibank, N.A., as 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.

                  Please be advised that the Company hereby designates its
undersigned Subsidiary, Boeing Capital Corporation (the "Subsidiary Borrower"),
as a "Subsidiary Borrower" under and for all purposes of the Credit Agreement.

                  The Subsidiary Borrower, in consideration of each Lender's
agreement to extend credit to it under and on the terms and conditions set forth
in the Credit Agreement, does hereby assume each of the obligations imposed upon
a "Subsidiary Borrower" as a "Borrower" under the Credit Agreement and agrees to
be bound by the terms and conditions of the Credit Agreement. In furtherance of
the foregoing, the Subsidiary Borrower hereby represents and warrants to each
Lender as follows:

                  (a) The Subsidiary Borrower is a corporation duly organized,
         validly existing and in good standing under the laws of Delaware. The
         Subsidiary Borrower is qualified to do business in every jurisdiction
         where such qualification is required, except where the failure to so
         qualify would not have a materially adverse effect on the financial
         condition of the Company and the Subsidiary Borrowers as a whole.

                  (b) The execution, delivery and performance by the Subsidiary
         Borrower of this Subsidiary Borrower Letter and its Notes, if any, are
         within the Subsidiary Borrower's corporate powers, have been duly
         authorized by all necessary corporate action, have received all
         necessary governmental approval, if any (which approval remains in full
         force and effect), and do not contravene any law, any provision of the
         Subsidiary Borrower's charter or by-laws or any contractual restriction
         binding on the Subsidiary Borrower.

                  (c) This Subsidiary Borrower Letter does, and the Notes of the
         Subsidiary Borrower when duly executed and delivered by the Subsidiary
         Borrower will, constitute legal, valid and binding obligations of the
         Subsidiary Borrower, enforceable against the Subsidiary Borrower in
         accordance with their respective terms.

                  (d) In the Subsidiary Borrower's opinion, there are no pending
         or threatened actions or proceedings before any court or administrative
         agency that are reasonably likely to have a material adverse affect on
         the financial condition or operations of the Subsidiary Borrower or any
         Subsidiary which is likely to impair the ability of the Subsidiary
         Borrower to repay the Advances to it or which would affect the
         legality, validity or enforceability of such Advances or its Notes, if
         any.

                  (e) 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 the Company and its Subsidiaries as of such date
         and the result of the Consolidated operations for such year.

                  (f) The Subsidiary Borrower is not engaged in the business of
         extending credit for the purpose of purchasing or carrying margin stock
         within the meaning of Regulation U issued by the Board of Governors of
         the Federal Reserve System, and no proceeds of any Advance to the
         Subsidiary Borrower will be used to purchase or carry any margin stock
         or to extend credit to others for the purpose of purchasing or carrying
         any margin stock. Following application of the proceeds of each
         Advance, not more than 25 percent of the value of the assets (either of
         the Subsidiary Borrower only or of the Subsidiary Borrower and its
         subsidiaries on a consolidated basis) subject to the provisions of
         Section 4.2(a) of the Credit Agreement or subject to any restriction
         contained in any agreement or instrument between the Subsidiary
         Borrower and any Lender or any Affiliate of a Lender relating to Debt
         within the scope of Section 6.1(d) of the Credit Agreement will be
         margin stock (within the meaning of Regulation U issued by the Board of
         Governors of the Federal Reserve System).

                  (g) The Subsidiary Borrower is not an "investment company," or
         an "affiliated person" of, or "promoter" or "principal underwriter"
         for, an "investment company," as such terms are defined in the
         Investment Company Act of 1940, as amended. Neither the making of any
         Advances, nor the application of the proceeds or repayment thereof by
         the Subsidiary Borrower, nor the consummation of the other transactions
         contemplated hereby, will violate any provision of such Act or any
         rule, regulation or order of the Securities and Exchange Commission
         thereunder.

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                                        Very truly yours,

                                        THE BOEING COMPANY

                                        By     /s/ CAROL A. SEXTON
                                               ______________________
                                        Name:  Carol A. Sexton
                                        Title: Assistant Treasurer

                                        BOEING CAPITAL CORPORATION

                                        By     /s/ MICHAEL C. DRAFFIN
                                               _______________________
                                        Name:  Michael C. Draffin
                                        Title: Vice President

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