EXHIBIT 10.2



                                                               March 27, 2000




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

Ladies and Gentlemen:

                  Reference is made to The Boeing  Company  Amended and Restated
364-Day Bank Credit  Agreement  dated as of September  29, 1999 among The Boeing
Company (the  "Company"),  certain other borrowers  parties  thereto,  the Banks
named therein,  Citibank N.A., as  Administrative  Agent for said Banks, and The
Chase  Manhattan  Bank,  as  Syndication  Agent  for  said  Banks  (the  "Credit
Agreement").  Terms used herein and defined in the Credit  Agreement  shall have
the respective meanings ascribed to such terms in the Credit Agreement.

                  Please be  advised  that the  Company  hereby  designates  its
undersigned Subsidiary, Boeing Capital Corporation ("Subsidiary Borrower"), as a
"Subsidiary  Borrower" under and for all purposes of the Credit  Agreement.  The
Subsidiary  Borrower is  authorized to draw up to but no more than $1 billion in
total aggregate outstanding draws.

                  The  Subsidiary  Borrower,  in  consideration  of each  Bank'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" and 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
Lenders 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,  the Credit Agreement and
         its Notes are within the Subsidiary  Borrower's  corporate powers, have
         been duly authorized by all necessary  corporate action,  have received
         all necessary  governmental  approval (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 is, 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 which can reasonably be expected to materially  adversely affect
         the financial condition or operations of the Subsidiary Borrower or any
         Subsidiary.

                  (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  Bank)  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, and since
         such date there has been no material  adverse  change in such condition
         or  operations  which is likely to impair the ability of the Company to
         repay Advances.

                  (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  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 4.02(a) 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.

                                             Very truly yours,

                                             THE BOEING COMPANY

                                             By: /S/ WALTER SKOWRONSKI
                                                 Walter Skowronski
                                                 Vice President & Treasurer

                                             BOEING CAPITAL CORPORATION

                                             By: /S/ THOMAS MOTHERWAY
                                                 Thomas Motherway
                                                 President