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                                                                    EXHIBIT 10.2



                           BORROWER SUBSIDIARY LETTER


                                                              September 27, 2000


To each of the Lenders
    parties to the 364-Day 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
September 27, 2000 among The Boeing Company, the lenders parties thereto, 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 Agent for such lenders (as amended or modified form 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

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To each of the Lenders
    parties to the 364-Day Credit Agreement
September 27, 2000


        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, 1999 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

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To each of the Lenders
    parties to the 364-Day Credit Agreement
September 27, 2000




        "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.

                                            Very truly yours,

                                            THE BOEING COMPANY

                                            By
                                              --------------------------
                                            Name:  R. Paul Kinscherff
                                            Title: Assistant Treasurer

                                            BOEING CAPITAL CORPORATION


                                            By
                                              --------------------------
                                            Name:  Thomas Motherway
                                            Title: President



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