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EXHIBIT 10.5    
  


November 22,
2002 


Boeing
Capital Corporation

500 Naches Avenue SW

3rd Floor

Renton, WA 98055 


Ladies
and Gentlemen: 


        Reference
is hereby made to: 



	1)
	The
Boeing Company 364-Day Credit Agreement dated as of November 22, 2002 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 "364-day Credit Agreement"), and



	2)
	The
Boeing Company Five-Year Credit Agreement dated as of September 25, 2000 among The Boeing Company ("TBC"), the lenders named therein, The Chase Manhattan Bank,
as syndication agent, Salomon Smith Barney Inc. and Chase 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 "5-year Credit Agreement"). Capitalized terms used in this letter agreement that are not defined herein have the respective meanings
specified in the 364-day Credit Agreement or the 5-year Credit Agreement. 




        This
letter agreement (the "Letter Agreement") sets forth terms and conditions whereby TBC and Boeing Capital Corporation ("BCC") agree to designate BCC as a Subsidiary Borrower under
the 364-day Credit Agreement and the 5-year Credit Agreement (collectively, the "Credit Agreements"). 



	1.
	BCC
shall have the irrevocable right to borrow up to $1,500,000,000 (the "364-day Maximum Amount") under the terms and conditions of the 364-day Credit
Agreement, and BCC shall have the irrevocable right to borrow up to $500,000,000 (the "5-year Maximum Amount," and together with the 364-day Maximum Amount, the "Maximum
Amounts") under the terms and conditions of the 5-year Credit Agreement.



	2.
	TBC
shall not terminate any of the Credit Agreements or take any other action that would impair BCC's ability to borrow the 364-day Maximum Amount or the 5-year
Maximum Amount under the Credit Agreements.



	3.
	Notwithstanding
the foregoing, TBC may take actions with regard to the Credit Agreements (e.g., amendment, restatement, cancellation and replacement) so long as the resulting credit
support available to BCC up to the Maximum Amounts 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 right as a Subsidiary Borrower under the Credit Agreements that would require TBC's consent. No written TBC approvals
to BCC actions under the Credit Agreements will be required except those written consents explicitly required by the terms of the Credit Agreements (e.g., notice of borrowing, guaranty, and legal
opinions).



	5.
	TBC
agrees to guaranty unconditionally BCC borrowings up to the Maximum Amounts and other obligations of BCC as a Subsidiary Borrower on terms consistent with Exhibit J to the
364-day Credit Agreement and Exhibit H to the 5-year Credit Agreement, respectively, including BCC's Notes thereunder.



	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 each Credit Agreement, TBC certifies to BCC that TBC's Consolidated statement of financial position
as of December 31, 2001 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.



	8.
	This
Letter Agreement sets forth in full the terms of our understanding with respect to the subject matter described herein and supercedes in its entirety the Letter Agreement, dated
November 4, 2002 entered into between TBC and BCC. 




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



	Sincerely,	 
	

The Boeing Company	

 
	

By:	

 	

 
	 	
 David A. Dohnalek
 Assistant Treasurer	 
	

Acknowledged and Agreed:	

 
	

Boeing Capital Corporation	

 
	

By:	

 	

 
	 	
 John F. Rosenthal
 Treasurer	 











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EXHIBIT 10.5